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

                                   FORM 10-KSB

     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

                        Commission File Number 000-50038

                               ARADYME CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                                              33-0619254
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

           1255 North Research Way, Suite Q3500
                         Orem, UT                             84097
         ----------------------------------------           ----------
         (Address of principal executive offices)           (Zip Code)

                                  801-705-5000
                           ---------------------------
                           (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:

 Title of each class                  Name of each exchange on which registered
 -------------------                  -----------------------------------------
         n/a                                             n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common stock, par value $0.001
                         ------------------------------
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year. $1,130,016

State the aggregate market value of the voting and nonvoting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. As of January 10, 2006, the aggregate
market value of the voting and nonvoting common equity held by nonaffiliates of
the issuer was approximately $7,006,047.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of January 12, 2006, issuer had
30,729,546 shares of issued and outstanding common stock, par value $0.001 per
share.

DOCUMENTS INCORPORATED BY REFERENCE: Our definitive Proxy Statement in
connection with the 2006 Annual Meeting of Stockholders is incorporated by
reference in response to Items 9 through 12 and 14 of Part III of this Annual
Report.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

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                                TABLE OF CONTENTS

  Item                             Description                              Page

         Special Note about Forward-Looking Information...................    1

                                     Part I
Item 1   Description of Business..........................................    2
Item 2   Description of Property..........................................   11
Item 3   Legal Proceedings................................................   11
Item 4   Submission of Matters to a Vote of Security Holders..............   11

                                     Part II
Item 5   Market for Common Equity, Related Stockholder Matters and
           Small Business Issuer Purchases of Equity Securities...........   12
Item 6   Management's Discussion and Analysis or Plan of Operation........   13
Item 7   Financial Statements.............................................   20
Item 8   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure............................   20
Item 8A  Controls and Procedures..........................................   20
Item 8B  Other Information................................................   20

                                    Part III
Item 9   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..............   21
Item 10  Executive Compensation...........................................   21
Item 11  Security Ownership of Certain Beneficial Owners and Management
           And Related Stockholder Matters................................   21
Item 12  Certain Relationships and Related Transactions...................   21
Item 13  Exhibits.........................................................   21
Item 14  Principal Accountant Fees and Services...........................   25
         Signatures.......................................................   25

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                 SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION

         This report contains forward-looking statements that reflect our
current view relating to future events or future financial performance. These
forward-looking statements can sometimes be recognized by the use of words such
as "anticipate," "believe," "estimate," "expect," "intend," and similar
expressions. Such statements are subject to known and unknown risks,
uncertainties, and other factors, including the meaningful and important risks
and uncertainties discussed in this report. These forward-looking statements are
based on the beliefs of management as well as assumptions made by and
information currently available to management. These statements include, among
other things, the discussions of risk factors, our business strategy, and
expectations concerning our future operations, investments, profitability,
liquidity, and capital resources.

         Although we have attempted to identify important factors that could
cause actual results to differ materially, there may be other factors that cause
the forward-looking statements not to come true as described in this report.
These forward-looking statements are only predictions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially.

         While we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes any responsibility for the accuracy or completeness of these
statements or undertakes any obligation to revise these forward-looking
statements to reflect events or circumstances after the date on this report or
to reflect the occurrence of unanticipated events.

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                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

Overview

         We provide data management solutions and services based on our unique
database management system, or DBMS, the proprietary base development platform
from which we derive our solutions, services, and additional technology
products. Our principal products and services include data migration/conversion
services, data integration solutions, and application development, together with
the training and support services associated with the delivery of these products
and services.

         Some of our initial revenue-producing business activities using our
DBMS technology have included custom database application development,
large-scale data migrations/conversions, and data integration projects. Because
of the versatility and capability of our products and services, we are currently
working to exploit revenue opportunities in the data migration/conversion and
data integration markets, and plan to continue to commercialize our technologies
and expand our solutions into additional markets as our limited capital and
internally-generated funds permit.

         We stress innovation in each of the product and solution categories in
which we compete, and we are focusing our limited resources on expanding our
solutions into current, new, and emerging markets through the strategic
relationships we have secured with established systems integrators, as well as
direct sales to customers.

         We believe that some of the most significant benefits that our core
DBMS offers include:

         o        flexibility--our technology provides customers with
                  exceptional flexibility to adapt to ever-changing business
                  needs;

         o        risk reduction--our technology minimizes risks of budget and
                  schedule overruns, data corruption, project delays, and
                  completion uncertainties inherent in complex data management
                  projects;

         o        data accessibility--our technology facilitates access to data
                  and helps preserve data integrity throughout data management
                  processes;

         o        cost management--our technology facilitates more accurate
                  project budgeting;

         o        visibility--our technology provides data visibility throughout
                  the data migration/conversion and data integration processes;

         o        streamlined processes--our technology simplifies complex data
                  management projects;

         o        control of data--our technology allows customers to maintain a
                  higher degree of control of their data throughout a data
                  migration/conversion or data integration; and

         o        results--our technology automates many of the extraction,
                  transformation, and loading processes involved in a data
                  migration/conversion or data integration, which we believe
                  provides customers with more accurate, consistent, timely, and
                  quality data results than traditional approaches.

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         In the past year, our efforts have been focused on developing strategic
relationships with the large systems integrators with which we have joined to
market data migration/conversion products and services to governments,
principally state agencies with responsibilities for implementing the voter
registration Help America Vote Act of 2002, or HAVA. We intend to capitalize on
these strategic relationships and our other marketing efforts to expand
commercialization of our data migration/conversion, data integration/middleware,
application development and ancillary products and services.

         Our public sector state government end-customers have included
Colorado, Idaho, Maine, Missouri, Nevada, New Hampshire, Kansas, New Jersey,
Utah, Virginia, and Wisconsin. Based on our initial work with these states, we
have been asked to bid on additional projects with our current and other
potential strategic allies. In June 2005, we successfully completed all data
migration work on one of our state voter registration contracts, which marked
the first such contract on which we completed all migration work and collected
all payments due under the agreement. In January 2006, our contract with the
prime contractor for the state of Colorado's voter registration project was
terminated, which we believe to be the result of the state of Colorado's
termination of its prime contract with the prime contractor.

         In addition to the work we have been doing in the public sector, we
have also independently secured a private enterprise contract directly with
ista, a worldwide market leader for the sub-metering and billing of water and
energy consumption, to provide it with a data migration/conversion solution. Our
initial success with ista has since lead to subsequent work for us with this
company. We are actively pursuing other opportunities with private enterprises,
both directly and through our current and potential allies.

         In our marketing efforts, we emphasize that the value of our products
and services increases exponentially as the complexity of a data
migration/conversion or data integration increases. We also promote that we have
the ability to convert and integrate data in increasingly complex environments
and provide solutions independent of a customer's source or target system,
operating system, or DBMS.

         To facilitate and support the delivery of our products, services, and
solutions and provide our customers with the complete solutions necessary for
data migration/conversion or data integration, we have automated many of the
processes required by developing an infrastructure of additional products and
technologies that overlay all of our products and are integrated with our core
DBMS. These are: Aradyme eHarbor(tm) web portal; Aradyme Data Navigator(tm);
Aradyme Data Extractor(tm); Aradyme Harbor Master(tm); Aradyme Port
Authority(tm); and others. We are currently providing these products, in
addition to our database technology, as a service while we continue to build the
foundation needed to license our technologies.

         We will continue to exploit our technologies, methodologies, and unique
approach to data handling to expand the use of our solutions into areas such as
data integration, application development, and others.

Products and Services

         Introduction

         Management believes that our technologies enable us to offer solutions
and services that can be readily adapted and applied to a broad range of data
migration/conversion or data integration needs in various industries. Our
principal solutions and services are:

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         o        Comprehensive data migration/conversion solutions and services
                  ranging from data extraction, data profiling and assessment,
                  data cleansing and enrichment to data consolidation and
                  matching, data validation, repurposing and loading, and data
                  maintenance.

         o        Our data integration solution, which provides the interfacing
                  technology framework needed to continually collect, convert,
                  and transfer data between multiple disparate systems.

         We are currently leveraging our products and technologies to pursue
opportunities in the areas of data migration/conversion and data integration
within the following public and private markets:

         o        Customer information systems;

         o        Educational reform systems such as "No Child Left Behind;"

         o        Voter registration Help America Vote Act of 2002, or HAVA;

         o        Motor vehicle registration;

         o        Public safety (Department of Corrections/Offender Management);

         o        Enterprise customer relationship management;

         o        Enterprise resource planning;

         o        Federal government/defense/Homeland Security;

         o        Retirement benefits management;

         o        Tax/Revenue (tax, licensing and permits); and

         o        Others.

         We have initiated data migration/conversion on thousands of disparate
source systems (including IBM-DB2, custom mainframe/mini-computer/PC
(proprietary), COBOL, Oracle, MS-SQL, FoxPro, Access, MS-Excel, CSV, Flat file,
paper-based and others) and have also demonstrated that, unlike other providers,
we have the capabilities to perform data migrations/conversions and data
integration regardless of the type or size.

         Data Migration/Conversion

         Data migration/conversion is vital to most software development efforts
because software must first be populated with some sort of external data before
it can operate. Data migration/conversion is also required when an organization
upgrades or replaces a system, consolidates systems, adopts a new system (either
through purchase or new development), or acquires new data.

         Governments, private enterprises and other organizations face
continuing pressure to replace or upgrade their systems with new solutions as
they seek to improve operating efficiencies, expand their products and services,
meet new competitive or regulatory challenges, stay current with advances in
technology, or address other data and database application-related needs. But,
since operational data for various functions has traditionally resided in
isolated storage systems that store data in disparate formats, the data within

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these systems is often fraught with errors and inaccuracies and must first be
extracted from its unique format and then converted to a new format that
facilitates access, cleansing, and manipulation prior to being migrated to a new
system.

         Because of the limitations and inflexibility of traditional DBMS
technology, traditional migration/conversion providers often have difficulty
predicting (in advance of bidding) the amount of work required to perform the
extraction, transformation and loading processes for all of the different
systems involved in a migration/conversion effort. Industry analysts (Standish
Group and others) have estimated this to affect over 80% of all data migration
projects.

         In contrast, management believes that our technology and day-to-day
expertise in data migration/conversion allow us to more accurately assess the
scope and costs involved in a migration/conversion and provide the flexibility
needed to make any necessary adjustments to the data and its format throughout
the process, regardless of the size of the migration/conversion. We also have
the ability to perform enterprise-wide data extraction, transformation, and
loading processes generally regardless of customers' current applications, the
type of new applications being implemented, or the current operating system or
DBMS. Furthermore, we offer customers the ability to view their data throughout
the conversion process to rapidly identify and address any unknown data issues.

         We believe that the strategic relationships and customer contacts we
have secured in data migration/conversion will lead to expanded contacts in
other areas of these same organizations where we have been asked to participate
in evaluations and proposing work in areas such as data integration and
application development.

         Data Integration

         When computer systems were initially created more than 25 years ago,
they were typically designed to serve the needs of individual business units
(e.g., sales, marketing, finance, supply chain, order fulfillment, etc.). Over
the years, as organizations continued to develop these and many other internal
systems independently of one another and added new applications either through
purchase, development, or a merger/acquisition, a portfolio of diverse
applications emerged, each containing a different segment of data. Because of
this, many businesses today now own and maintain multiple, disparate database
repositories that are full of valuable information, but that were never intended
to interface together.

         Integrating data from disparate systems to obtain a unified view of all
the business data that is scattered throughout an organization has always been a
challenge, but this task has become even more difficult given the current rate
of data growth in most organizations.

         Some of the most common options for integrating disparate systems
include:

         o        custom-built source code, which requires lengthy design and
                  development cycles to make even the most minor change and
                  lacks the flexibility to keep pace with the systems that are
                  being integrated;

         o        extraction, transformation and loading technologies (i.e.,
                  used to perform the ongoing data migration/conversion
                  processes required for an integration);

         o        enterprise application integration technologies (used to
                  provide a unified view of the business applications that
                  reside within or outside of an organization); and

         o        enterprise information integration technologies (i.e., used to
                  provide a virtual business view of dispersed data).

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         One of the most complicated and time-consuming parts of integration is
the extraction, transformation, and load process, which is one of the areas in
which we believe we currently provide cost-effective solutions.

         Our data integration solution provides a framework for interfacing
technologies that facilitates the ongoing collection, conversion,
standardization, and delivery of data between multiple disparate systems
involved in an integration effort, regardless of the type of database, software,
or hardware involved in the integration, or the database's physical location.
Such systems and processes to bridge or interface various disparate systems are
sometimes referred to as middleware. Through the use of this secure, flexible,
and configurable solution, customers are able to significantly reduce the amount
of work required to collect and move data from multiple systems during
integration. Our solution also provides customers with an intuitive user
interface to view data during an integration effort. Our solution can also be
continually modified to support changing business requirements and can be used
regardless of a customer's existing software or hardware. Our solution
streamlines the data collection and reporting processes; enables systems to
function together dynamically, efficiently and reliably; eases management and
maintenance; allows for the seamless integration of multiple systems; and
maximizes efficiencies during integration.

         Application Development

         Our DBMS platform allows developers to revise, add to, or enhance an
application at any time during the life of the application. Our DBMS can also be
integrated easily with database solutions created by different development teams
or offered by different companies. Management believes that this enables
customers to deploy DBMS solutions faster, less expensively, and continually
customize and integrate solutions as they continue to use our DBMS platform, in
effect increasing the functionality and efficiency of their application over
time, as compared with traditional DBMS applications, which become more and more
obsolete over time due to system alteration limitations. Increased obsolescence
results when possible future uses or applications are not properly anticipated
and incorporated into the initial architecture because subsequent revisions and
changes become costly, time-consuming and, in some instances, nearly impossible
to implement.

         During our initial development stage, we also developed and deployed a
series of configurable off-the-shelf application solutions for the following
vertical markets:

         o        financial/accounting, including accounts payable, accounts
                  receivable, and general ledger plus complementary functions;

         o        point-of-sale, inventory and manufacturing control;

         o        customer relationship management and sales tracking; and

         o        medical practice management, including patient management,
                  scheduling, office management, insurance billing, and
                  electronic medical records.

We continue to provide support for these solutions on an ongoing basis.

         Product Delivery and Support

         To assist us in maximizing success in the delivery of our solutions and
services, we have established an on-site project operations center, which is run
and managed by an experienced, professional project management staff to help
customers fully integrate our technologies in their data migration/conversion,
data integration or application development efforts.

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         As part of our ongoing efforts to advance our project office, we are
currently working toward a Capability Maturity Model(R) Integration (CMMI)
certification, an industry-recognized standard established by the Carnegie
Mellon Software Engineering Institute (SEI) that guides process implementation
and improvement across an organization to ensure effective, quality processes.

History of Our DBMS Platform

         We were founded in February 2001 as a software company that focused on
new product development and custom programming for clients that required
application solutions based on our database platform, which we initially
licensed and later purchased from two of our original founders. Although we have
formally been in business since 2001, initial development of our core DBMS
actually began more than 23 years earlier when one of the founders of our
company set out to create a database that would enable him to overcome many of
the constraints and limitations he experienced in trying to rapidly deploy and
support database solutions using traditional database technologies.

         Because of these early development efforts as well as the work that we
have since performed for customers, management believes that our DBMS platform
provides for the following revenue opportunities:

         o        providing data extraction, transformation and loading products
                  and services to customers that are looking to perform a data
                  migration/conversion and/or data integration;

         o        sales of custom-built database application solutions;

         o        sales of configurable off-the-shelf vertical-market
                  applications based on our proprietary DBMS;

         o        sales of development licenses for developers and resellers and
                  the resulting ongoing revenue from user licenses required at
                  workstations accessing applications developed or based on our
                  proprietary DBMS; and

         o        training, support, upgrade protection, specialized
                  development, modules/tools, and consulting services.

Strategic Teaming Relationships

         We have established strategic alliances and contracts with several
systems integrators to enhance our marketing efforts, including the following:

         o        Accenture LLP, the U.S.-based business of Accenture (NYSE:
                  ACN), a multinational management consulting, technology
                  services and outsourcing company.

         o        Covansys (Nasdaq: CVNS), a global consulting and technology
                  services company specializing in industry-specific solutions,
                  strategic outsourcing and integration services.

         o        MAXIMUS, Inc. (NYSE: MMS), a government services company
                  devoted to providing program management, consulting and
                  information technology services.

         o        PCC Technology Group, a premiere information technology
                  services company that provides software solutions to Global
                  2000 companies and local, state, and federal governments.

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         o        REDCON, Inc., a private information services company providing
                  engineering and computer technology services and products.

         o        Unisys (NYSE: UIS), a worldwide information technology
                  services and solutions company.

         We are actively working with these and other potential strategic allies
to obtain additional contracts as well as continuing to pursue opportunities
independent of these alliances where we would act as the prime contractor.

         In our work as a subcontractor to our strategic allies, which are the
lead contractors, they (or in a few cases one of their teaming contractors) are
typically responsible -- on either an agency or enterprise-wide basis -- for
designing, developing and deploying an application solution based on the end
customer's specific requirements. In contrast, our responsibilities as a
subcontractor on each of these projects have generally centered on assisting the
end customer in gathering and consolidating its data, and performing all of the
complex data extraction and transformation services needed to ensure the
customer's data is in the proper format prior to being loaded into the new
application.

         Because the application must be completed before the end customer can
use the data, the success of the overall project is largely dependent on the
application vendor's ability to provide an application solution that meets the
end customer's requirements. The failure on an application provider's part to
deliver a solution that meets those requirements can place the entire project in
jeopardy because without this application, the end customer is unable to use the
data that we have modified to work with that application. Therefore, the level
of success that Aradyme is able to achieve as a subcontractor on these types of
projects is highly dependent on the application vendor's ability to deliver an
acceptable application solution on a timely basis.

         In addition to working as a subcontractor to our allied prime
contractors, we also provide solutions independently to other customers as a
prime contractor in which we are able to complete the projects in their entirety
without dependence on other vendors.

Marketing and Sales

         We are currently working directly and with our current and potential
strategic allies to market our data migration/conversion and data integration
products and services to private enterprises and government agencies that are
seeking to install or upgrade new database software solutions, collect data from
disparate systems and locations, and/or load their data into a decision support
system.

         We seek to align our marketing efforts with the large, experienced
sales forces of our strategic allies, which typically have established
relationships with many of the private enterprise and public sector (federal,
state, and local government) contacts with which we wish to do business. In
doing so, we work to participate actively in the sales and technical
presentations that our allies make to these contacts, and to be named as the
subcontractor of record for data migration/conversion and/or data integration
solutions in any contract awarded. We believe this helps us build market
identity and recognition.

         In working with our strategic allies, government regulations and
mandates (such as "No Child Left Behind," Homeland Security, and HAVA)
frequently present us with new opportunities to provide solutions based on our
core DBMS technology. However, because all government initiatives are subject to
changes, the opportunities we have to provide solutions in each of these areas
are also subject to change.

         Many of the contacts that we have formed through working with our
strategic allies have led to additional opportunities for us in areas such as
motor vehicle registration, retirement benefits, public safety, and others. We

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seek to expand the relationships we have with our strategic allies to market our
data migration/conversion and data integration solutions as part of their
integrated products in other markets.

Competition

         We believe that competition for data migration/conversion products and
services is based primarily on a provider's ability to preserve the accuracy of
the data as it is collected and integrated from disparate sources and to
complete the required data migration/conversion within the allotted time and
project cost. Our marketing ability would be adversely affected by any failure
on our part to complete our portion of any project in accordance with the
contract terms or to meet budgeting requirements or completion deadlines.

         We compete with a number of large hardware, software, and service
integrators, such as those with which we have established strategic alliances,
that have their own data migration solutions as established components of the
full range of products and services they provide. For us to compete effectively,
we must displace these existing internal data migration/conversion services with
our services. In many instances, this requires us to displace the integrator's
own data migration product and service group, which may be an important internal
profit center of the integrator. In other cases, the inclusion of our products
in an integrator's enterprise-wide proposal requires us to compete with other
outside providers with which the integrator may have long-standing relationships
and operating familiarity.

         In developing and marketing software solutions for specific market
applications, we compete with numerous firms that offer a variety of software
products and tools. Many of the firms with which we compete have established
sales channels and a well-developed service and related support infrastructure.

         We are and will be a recent entrant in all of our existing and proposed
new markets.

Protection of Proprietary Rights

         We have adopted and implemented confidentiality and nondisclosure
disciplines to protect the proprietary features of our DBMS technology. We
routinely enter into confidentiality and nondisclosure agreements with our
employees, consultants, customers and others with access to confidential
features of our technology. We cannot assure that the policies and procedures we
implement will preserve the confidentiality of the confidential features of our
technology.

         We intend to register the following as trademarks in the United States:
Aradyme(tm), Aradyme Data Navigator(tm), Aradyme Data Extractor(tm), Aradyme
Harbor Master(tm), Aradyme Port Authority(tm), and the Aradyme eHarbor(tm) web
portal. We anticipate that we may register additional trade or service marks in
the United States or foreign markets we may enter to facilitate market
identification, recognition and differentiation of our products and services.

Research and Development

         Our technical team continues with efforts to refine, improve, and
expand the capabilities of our DBMS product solutions and the application of our
proprietary DBMS technology. We encourage our technical personnel, who also
frequently provide technical sales support, to identify new product or
application opportunities. Our management, marketing and technical personnel
periodically review these new product or application opportunities and, when
deemed appropriate in view of our limited resources, we undertake projects to
evaluate and possibly commercialize new products or applications.

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         As an integral quality assurance component of our development effort,
we develop and implement testing and monitoring routines in our applications to
measure and improve product and service reliability and accuracy.

         We have not reported research and development expense as a separate
item in the preceding two fiscal years, but have included research and
development as a component of operating expenses. We estimate that we have spent
approximately $1.5 million and $1.3 million on research and development expenses
during 2005 and 2004, respectively, none of which was paid by customers.

Employees

         As of September 30, 2005, we had 36 total employees, including 33
full-time employees, consisting of four executive, one administrative, and 28
technical, marketing, sales and customer service employees. Our employees are
not represented by a collective bargaining organization. We consider our
relationship with our employees to be satisfactory. We also regularly engage
technical consultants to provide specific programming and other professional
services as required.

Government Regulation; Environmental Compliance

         Our products and services are not subject to present or expected
probable material governmental regulation, including environmental laws.

History--Reorganization with Aradyme Development Corporation

         Aradyme Corporation was organized under the name Albion Aviation, Inc.
as a Delaware corporation in April 1994, but had no material activities or
operating assets through March 31, 2003. On March 31, 2003, through a
wholly-owned subsidiary, we completed a reverse merger reorganization with
Aradyme Development Corporation, a Nevada corporation, in which we (with
approximately 1.5 million shares issued and outstanding) issued an aggregate of
approximately 13.1 million shares of common stock and 12,000 shares of preferred
stock (convertible into 120,000 shares of common stock) to the Aradyme
Development (Nevada) stockholders. Options to purchase approximately 1.3 million
shares of Aradyme Development (Nevada) common stock at a weighted average price
of $0.44 per share were converted into options to purchase the same number of
shares of our common stock on the same terms.

         As a result of the merger, Aradyme Development (Nevada) became our
wholly-owned subsidiary and its management personnel became our officers and
directors to continue the business of Aradyme Development (Nevada) as our new
operating subsidiary. Upon completion of the reorganization, we changed our
fiscal year from December 31 to September 30, which was the fiscal year of
Aradyme Development (Nevada). This transaction was accounted for as a reverse
acquisition. We changed our name from Albion Aviation, Inc. to Aradyme
Corporation in conjunction with the reverse acquisition. We are the surviving
entity for legal purposes, and the Nevada corporation is the surviving entity
for accounting purposes. Accordingly, in this report, we discuss the activities
and operations of the Nevada corporation, unless expressly stated otherwise.

         Aradyme Development (Nevada) was organized in February 2001 as a
software development company for product development and custom programming for
clients needing database solutions for business applications. As an outgrowth of
its initial activities, in 2002 Aradyme Development (Nevada) introduced to the
market the Aradyme DBMS software technology, the foundation upon which we
continue to develop our products and services.

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                         ITEM 2. DESCRIPTION OF PROPERTY

         We currently maintain our corporate offices in approximately 10,000
square feet at 1255 North Research Way, Building Q, Suite 3500, Orem, Utah
84097, under a lease expiring in May 2010, with initial monthly lease payments
of $11,667. The lease includes provisions that increase the basic lease rate by
$0.50 per square foot every 13 months. The lease includes an incentive for five
free months in the first year. The amount of leased space increases over the
lease term to 16,185 square feet. We believe these facilities are adequate for
our foreseeable future needs.


                            ITEM 3. LEGAL PROCEEDINGS

         We are not a party to any material legal proceedings and no material
legal proceedings have been threatened by us or, to the best of our knowledge,
against us.


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

         No matter was submitted to a vote of our security holders during the
fourth quarter of the fiscal year ended September 30, 2005.

                                       11
<PAGE>

                                     PART II

     ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

         Our common stock began trading on the Over-the-Counter ("OTC") Bulletin
Board on June 4, 2002, under the symbol ABAV. The symbol changed in December
2002 to ADYE. The following quotations were reported by the OTC Bulletin Board
website and reflect inter-dealer prices, without retail markup, markdown, or
commission, and may not represent actual transactions. There have been no
reported transactions in our stock for many of the trading days during the
periods reported below. The following table sets forth the high and low bid
prices for our common stock on the OTC Bulletin Board for the periods indicated:

                                                                 Low      High
                                                                 ---      ----
  Fiscal Year Ended September 30, 2006:
    Quarter ending March 31, 2006 (through January 11, 2006)..  $0.37     $0.51
    Quarter ended December 31, 2005...........................   0.30      0.51

  Fiscal Year Ended September 30, 2005:
    Quarter ended September 30, 2005..........................   0.35      0.69
    Quarter ended June 30, 2005...............................   0.58      1.18
    Quarter ended March 31, 2005..............................   0.96      1.80
    Quarter ended December 31, 2004...........................   0.64      1.53

  Fiscal Year Ended September 30, 2004:
    Quarter ended September 30, 2004..........................   0.65      2.25
    Quarter ended June 30, 2004...............................   1.30      4.00
    Quarter ended March 31, 2004..............................   0.60      4.45
    Quarter ended December 31, 2003...........................   0.13      0.70

         On January 11, 2006, the closing price per share of our common stock on
the OTC Bulletin Board was $0.50 per share.

         We estimate that, as of January 11, 2006, we had approximately 475
stockholders. We have never paid cash dividends on our common stock and do not
anticipate that we will pay cash dividends in the foreseeable future. We intend
to reinvest any future earnings to further expand our business.

Recent Sales of Unregistered Securities

         On December 12, 2005, we agreed to issue up to 15,000,000 shares of
common stock and warrants to purchase an additional 15,000,000 shares of common
stock (subject to certain adjustments) in a series of tranches to one accredited
investor. In the initial tranche, the investor paid us $1,000,000 for 5,000,000
shares of common stock and warrants to purchase an additional 5,000,000 shares
of common stock at an exercise price of $0.50 per share. In succeeding tranches,
the investor may purchase up to an additional 10,000,000 shares of common stock
at $0.20 per share, with a matching warrant to purchase up to an additional
10,000,000 shares of common stock with exercise prices escalating from $0.75 per
share to $1.00 per share. On the date of the agreement, the closing sales price
of our common stock was $0.37 per share. The purchaser, Eagle Rock Capital, LLC,
is an affiliate of one of our directors, Merwin D. Rasmussen, and the terms of
the transaction were negotiated directly with our executive officers. No general
solicitation was used, no commission or other remuneration was paid in
connection with such transaction, and no underwriter participated. The purchaser
acknowledged, in writing, the receipt of restricted securities and consented to
a legend on the certificate issued and stop-transfer instructions with the

                                       12
<PAGE>

transfer agent. This transaction was effected in reliance on the exemption from
registration provided in Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving any public offering.

         On December 12, 2005, we agreed to issue 500,000 shares of common stock
upon the conversion of unpaid, convertible debt in the principal amount of
$200,000, at a conversion price of $0.40 per share. The purchaser was an
accredited investor. No general solicitation was used, no commission or other
remuneration was paid in connection with such transaction, and no underwriter
participated. The purchaser acknowledged, in writing, the receipt of restricted
securities and consented to a legend on the certificate issued and stop-transfer
instructions with the transfer agent. This transaction was effected in reliance
on the exemption from registration provided in Section 4(2) of the Securities
Act of 1933, as amended, for transactions not involving any public offering.


        ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read in conjunction with our audited
consolidated financial statements included elsewhere in this report. The
following information contains forward-looking statements.

General

         We provide data management solutions and services based on our unique
and proprietary database management systems, or DBMS, with a current focus on
providing data migration/conversion and data integration products and services.
Our technology and solutions allow our customers to aggregate, consolidate,
cleanse, and integrate data and helps to address and resolve data issues
resulting from having multiple, disparate systems.

         Management believes that the fiscal year ended September 30, 2005,
represented a significant advance for us. Although our results of operations
showed a net loss of approximately $2.3 million for the 2005 fiscal year, as
compared to a net loss of approximately $1.8 for the previous fiscal year, the
fiscal year ended September 30, 2005, marked our emergence from our development
stage. During the year, we were successful at attracting subcontract awards to
provide our data migration/conversion solutions to large software integrators
that are servicing state government sectors, which has enabled us to recognize
significantly more revenue than reported in prior years. Revenue from services
delivered under many of these subcontracts is expected to continue into fiscal
2006. In June 2005, we also completed the data migration work under one of our
state voter registration subcontracts, marking the first such project on which
we have successfully completed all work and collected all payments due under the
agreement. We are also pursuing additional new contracts to provide our
technology and solutions to government and private enterprise customers. In
addition, we also realized revenue in the fiscal year ended September 30, 2005,
for a private enterprise contract on which we have been serving as the prime
contractor. Although we can provide no assurances that we will be able to
continue or maintain these advances in the current fiscal year, Management
believes that we are in a substantially better position than we were at the end
of the fiscal year ended September 30, 2004.

Results of Operations

         We had a net loss of $2,332,682 for the year ended September 30, 2005,
as compared to a net loss of $1,800,631 for the year ended September 30, 2004,
an increased loss of approximately 30%. This increased loss in the 2005 fiscal
year, which more than offset a several-fold increase in revenues, resulted from
costs to deliver on current contract requirements, to continue to advance our
technologies, and to increase operating capacity for anticipated increases in
sales.

                                       13
<PAGE>

         Our revenues increased to $1,130,016 for the year ended September 30,
2005, as compared to $57,480 for the same period during the preceding fiscal
year, an 1865% increase.

         Our principal operating expenses are for employee wages, payroll taxes
and benefits, and for consultant contract services with those providing
technical and other services to us. In order to meet our contractual obligations
in delivering solutions, additional development of our technologies, as well as
build the infrastructure needed to support anticipated higher levels of business
activity, we increased our personnel resources. As a result, wage related
expenses increased from $919,791 for the year ended September 30, 2004, to
$2,301,012 for the year ended September 30, 2005, an increase of 150%. A portion
of this increase can also be attributed to converting some of our technical
resources, who had previously been engaged as consultants or independent
contractors, to employees. As a result of the increased level of business
activity and corresponding increased revenue, our use of contract services was
higher, and subsequently increased from $252,472 for the year ended September
30, 2004, to $380,064 for the year ended September 30, 2005, an increase of 51%.
Also, due to delivery costs on current contracts, increased development efforts,
and the additional associated sales and marketing costs needed to bring our
initial products and services to market, our total operating expenses increased
from a total of $1,810,802 for the year ended September 30, 2004, to a total of
$3,200,398 for the year ended September 30, 2005, an increase of 77%.

         Other expense of $262,300 during the year ended September 30, 2005,
includes $194,443 of noncash expenses derived from expensing the valuation of
warrants and common stock issued in conjunction with amounts loaned to us,
$39,893 of loss on the disposal of unused assets resulting from the relocation
of our offices in early 2005, and $27,964 of interest accrued and paid on
borrowings during the year ended September 30, 2005. During the preceding fiscal
year, other expense consisted solely of interest expense of $47,309.

Liquidity and Capital Resources

         Since inception, we have relied principally on proceeds from the sale
of securities and advances from related parties to fund our activities. During
the year ended September 30, 2005, we used cash of $1,961,499 for operating
activities and $128,395 for investing activities, which was provided by
$1,909,120 from financing activities, resulting in a net decrease in cash of
$180,774 during the period.

         As of September 30, 2005, we had a working capital deficit of $594,505,
compared to working capital of $102,535 as of September 30, 2004. As of
September 30, 2005, we had an accumulated deficit of $6,590,974 and a total
stockholders' deficit of $355,950, compared to an accumulated deficit of
$4,258,292 and stockholders' equity of $230,369 as of September 30, 2004. The
auditors' report for the year ended September 30, 2005, as in prior years,
contained an explanatory paragraph regarding our ability to continue as a going
concern.

         Between September 30, 2005, and the filing of this report, we obtained
$1,000,000 in net proceeds from the sale of common stock and converted $200,000
of principal outstanding debt, under a line of credit, to restricted common
stock.

         We estimate that we will require approximately $3.0 million in cash,
which we have sought to obtain principally through the sale of securities, to
fund our activities until revenues are sufficient to cover costs. In December
2005, we executed an agreement to secure at least $1.0 million in new equity
financing from an affiliated investor, with provisions for the affiliated
investor to provide $2.0 million in additional equity financing through the
purchase of additional common stock by March 2007. Additional funds may be
provided through the exercise of warrants granted under the agreement. Even if

                                       14
<PAGE>

the balance of $2.0 million is funded by March 2007 under the above agreement,
we anticipate that we will require additional capital in the future to meet our
ongoing cash requirements until we are able to generate sufficient revenues from
the commercialization of our technology and delivery of our services to fund our
anticipated operations and expansion.

Other Items

         We have reviewed all other recently issued, but not yet adopted,
accounting standards in order to determine their effects, if any, on our results
of operations or financial position. Based on that review, we believe that none
of these pronouncements will have a significant effect on current or future
financial position or results of operations.

Critical Accounting Policies

         Software Development Costs

         Development costs related to software products are expensed as incurred
until technological feasibility of the product has been established. Based on
our product development process, technological feasibility is established upon
completion of a working model. Costs incurred by us between completion of the
working model and the point at which the product is ready for general release
have not been significant. Accordingly, no costs have been capitalized to date.

         Revenue Recognition

         Revenues are primarily derived from providing data migration/conversion
services, developing custom software, and selling software licenses and related
services, which include maintenance, support, consulting and training services.
Revenues from data migration/conversion services, custom software development,
and license arrangements and related services are recognized in accordance with
Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as amended
by SOP 98-9. We generally recognize revenue when all of the following criteria
are met, as set forth in paragraph 8 of SOP 97-2: (i) persuasive evidence of an
arrangement exists; (ii) delivery has occurred; (iii) the fee is fixed or
determinable; and (iv) collectibility is probable. The third and fourth criteria
may require us to make significant judgments or estimates. We define each of
these four criteria as follows:

                  Persuasive evidence of an arrangement exists. It is our
         customary practice to have a written contract, which is signed by both
         the customer and us, defining services to be provided or software
         licenses to be supplied by us, and all other key terms of the
         arrangement. In the event a standard license arrangement has been
         previously negotiated with us, a purchase order from the customer is
         required.

                  Delivery has occurred or services have been rendered. Data
         management services are provided by us according to customer
         specifications and, in the case of software licensing, our software is
         physically delivered to the customer. If an arrangement includes
         undelivered products or services that are essential to the
         functionality of the delivered product, delivery is not considered to
         have occurred until these products or services are delivered.

                  The fee is fixed or determinable. Our policy is not to provide
         our customers with the right to a refund of any portion of their data
         management services fees or license fees paid. Generally, 100% of the
         invoiced fees are due within 30 days. Payment terms extending beyond
         these customary payment terms are considered not to be fixed or
         determinable, and revenues from such arrangements are recognized as
         payments and become due and payable.

                                       15
<PAGE>

                  Collectibility is probable. Collectibility is assessed on a
         customer-by-customer basis. If it is determined from the outset of an
         arrangement that collectibility is not probable, revenues would be
         recognized as cash is collected.

         For data management solutions and services and custom software
development contracts, generally revenue is previously agreed upon as a fixed
price in the customer contract. Some contracts may include a definition of
progress "milestones" or "phases," with corresponding revenue elements
established for each milestone or phase. The standard contract defines that if
we have met all of the conditions and requirements of that milestone or phase,
then revenue is earned and billable by us.

         For contracts with multiple elements (e.g., license and maintenance),
revenue is allocated to each component of the contract based on vendor specific
objective evidence ("VSOE") of its fair value, which is the price charged when
the elements are sold separately. Since VSOE has not been established for
license transactions, the residual method is used to allocate revenue to the
license portion of multiple-element transactions. Therefore, we recognize the
difference between the total arrangement fee and the amount deferred for the
undelivered items as revenue.

         We sell our products to end users under license agreements. The fee
associated with such agreements is allocated between software license revenue
and maintenance revenue based on the residual method. Software license revenue
from these agreements is recognized upon receipt and acceptance of a signed
contract and delivery of the software, provided the related fee is fixed and
determinable, collectibility of the revenue is probable, and the arrangement
does not involve significant customization of the software. If an acceptance
period is required, revenue is recognized upon the earlier of customer
acceptance or the expiration of the acceptance period, as defined in the
applicable software license agreement.

         We recognize maintenance revenue ratably over the life of the related
maintenance contract. Maintenance contracts on perpetual licenses generally
renew annually. We typically invoice and collect maintenance fees on an annual
basis at the anniversary date of the license. Deferred revenue represents
amounts received by us in advance of performance of the maintenance obligation.
Professional services revenue includes fees derived from the delivery of
training, installation and consulting services. Revenue from training,
installation and consulting services is recognized on a time and materials basis
as the related services are performed.

Certain Risks

         Despite the increased revenues from our sales and marketing efforts, it
         is likely we will continue to incur significant operating losses.

         For the fiscal year ended September 30, 2005, we reported a net loss of
approximately $2.3 million on revenues of approximately $1.1 million. Although
in the past fiscal year we have reported significant new contracts from which we
expect to generate revenues, the revenues from these agreements will not be
sufficient to meet our projected operating expenses. For that reason, our losses
from operations will likely continue until we are able to generate significantly
higher revenue. Accordingly, we are dependent upon obtaining substantial amounts
of additional financing in order to continue.

         We need additional capital.

         We will require additional capital to fund completion of current and
future contracts and to fund product development, marketing and sales even if we
receive by March 2007 the $2.0 million balance under the funding agreement we
entered into in December 2005 with Eagle Rock Capital, LLC, an affiliate. This
recent funding agreement provides for future additional equity investment, but

                                       16
<PAGE>

is contingent on our meeting several conditions. Further, our agreement with
Eagle Rock does not contractually obligate Eagle Rock to provide any additional
amounts, but merely provides for financial disincentives if Eagle Rock fails to
do so. We may seek required funds from the sale of additional securities,
strategic alliances, or other arrangements. Any of such arrangements may dilute
the interest of our existing stockholders or our interest in our products. We
cannot assure that additional funds could be obtained or, if obtained, would be
on terms acceptable or favorable to us.

         We anticipate that a significant amount of our future revenue will be
         dependent on our strategic alliances and our ability to successfully
         cultivate and secure relationships with new companies and/or systems
         integrators.

         We have entered into agreements with several companies and systems
integrators to provide data migration/conversion services to state government
entities. While most of our work in the fiscal year ended September 30, 2005,
centered on working with our strategic allies to provide solutions that would
allow states to implement a centralized uniform interactive voter registration
database mandated by HAVA, we anticipate that we will enter into additional
teaming agreements for similar and other services in other states and that we
will focus a significant portion of our activities on these markets. In each of
these instances, we are and expect to be a subcontractor with a major,
third-party, electronic data services provider and will be dependent on those
major firms for administration and implementation of our agreements. In each
instance, our strategic allies are significantly larger with greater financial,
technical, and managerial resources, and we may be at a relative disadvantage in
administering and operating under our agreements. In each instance, the data
migration/conversion or data integration solutions and services that we expect
to provide are a minor portion of the total contract value. Although we do offer
and provide solutions and services independently as a prime contractor, most of
our business at this time is performed in conjunction with our strategic
alliances, as many of our government customers are looking to perform data
migration/conversion and data integration as part of larger information
technology projects.

         Because we act as a subcontractor in most of our current contractual
         arrangements, we are exposed to the risks of successful project
         management and delivery of a prime contractor and other subcontractors,
         and their ability to satisfy the requirements of the end customer.

         We have entered into many contracts to provide our solutions on a
subcontract basis. Successful, profitable, and timely delivery of our solutions
is largely dependent on the job performance and contract administration of the
prime contractor and other subcontractors. Failure of either the prime
contractor or other subcontractors to deliver their requirements to the customer
may inhibit, delay, or prevent us from successfully fulfilling our contractual
requirements, resulting in a delay or inability for us to realize full contract
payments and corresponding revenue.

         We incur marketing costs that we may be unable to recover.

         As most of our sales and marketing activities are currently focused on
providing data migration/conversion and data integration solutions to large
systems integrators that service state and federal government entities, we have
encountered and will continue to encounter long sales cycles in which it may
take us many months to identify and initiate contacts with a strategic ally and
coordinate the bidding or other award process with the state or federal
government, develop teaming arrangements, accommodate state or federal budgetary
cycles, and meet other requirements, all in the context of state and federal
political environments. Accordingly, we expect that we will incur marketing
costs for several months before we are able to determine whether or not we will
be able to obtain a contract for services with any state or federal government
agency. If we do not secure a contract for services, we will not be able to

                                       17
<PAGE>

recover any of the marketing costs we incur to pursue that contract. Even if we
are able to secure an agreement, we cannot assure that the revenue we receive
will compensate us for the marketing costs we incurred plus the costs of
providing the required services.

         We will require additional technical and managerial resources to
         fulfill our current and future data migration/conversion and data
         integration contracts.

         We will require multiple teams of qualified technical and related
managerial personnel and support facilities to fulfill our current and future
data migration/conversion and data integration contracts. This will require us
to recruit, train, and deploy programmers, developers, project managers and
similar technical specialists, some of which may be in short supply. We may
incur unexpected costs in recruiting, training, and relocating the required
personnel to Utah or another required working location. We cannot assure that
the people we recruit and train will enable us to meet our contractual
commitments.

         Our solutions, sales, marketing and performance credibility and, in
         turn, our ability to be successful in marketing our products, solutions
         and services will be damaged if we do not meet our current and expected
         contractual commitments.

         The level of success we are ultimately able to achieve in the
marketplace is dependent on our ability to fulfill our current and future
contractual commitments. We expect that a failure on our part to successfully
and effectively deliver solutions to customers on time, adjust for continually
changing customer requirements, and/or adapt to issues that may arise in working
with one or more of our strategic allies will damage our ability to market our
product and services, particularly for data migration/conversion. Our failure in
the market would likely have an adverse impact on our efforts to market our data
migration/conversion and data integration solutions and services or other
products. Our focus on meeting our contractual commitments may divert our
limited resources from other opportunities that may have greater economic
potential.

         Any substantial increase in sales may expose us to risks inherent in
         rapid expansion.

         We have limited technical, managerial, and financial resources, and
would have to expand significantly if we encountered substantial growth in the
sale of our data migration/conversion and data integration solutions and
services, either within the existing markets we service or in other areas, or
other products we offer or may develop. We cannot assure that we would be able
to successfully manage substantial expansion of our resources and capabilities.

         If we provide software or services that are unreliable, we could lose
         customers and revenues.

         Computer software may contain known and undetected errors or
performance problems. Many serious defects are frequently found during the
period immediately following introduction of new software or enhancements to
existing software. Although we attempt to resolve all errors we believe our
customers would consider serious, no technology is error-free. Undetected errors
or performance problems may be discovered after customers begin using our
software. This could result in lost revenues or delays in customer acceptance
and could be detrimental to our reputation, which could harm our business,
operating results, and financial condition.

         We are exposed to the risk of product and professional liability.

         The implementation of our business plan entails risks of product and
professional liability. We have purchased professional liability insurance and
will seek to obtain product liability insurance when deemed appropriate, but
there can be no assurance that we will be able to obtain such insurance or, if
we are able to do so, that we will be able to do so at rates that are

                                       18
<PAGE>

cost-effective. Any successful product or professional liability claim made
against us could substantially reduce or eliminate any economic return to us or
our stockholders and could have a significant adverse impact on our future.

         If we become subject to service-related liability claims, they could be
         time-consuming and costly to defend.

         Because our customers will use our products and services on
mission-critical applications, such as data and inventory control, any errors,
defects or other performance problems could result in financial or other damages
to our customers. They could seek damages for losses from us, which, if
successful, could have a material adverse effect on our business, operating
results or financial condition. Although we intend for our agreements with
customers to contain provisions designed to limit exposure to service-related
liability claims, existing or future laws or unfavorable judicial decisions
could negate these limitations of liability provisions. A service-related
liability claim brought against us, even if unsuccessful, could be
time-consuming, costly to defend, and harm our reputation.

         We work with confidential customer data, and as such, our business
         could be damaged and we could potentially be exposed to liability in
         the event that we experienced a breach in our security.

         We handle confidential and sensitive customer data. Although we have
implemented multiple measures to secure our data center and comply with customer
contractor security regulations, we cannot guarantee that the measures we have
taken are, or will be, fail proof, and any breach in security would expose us to
liability.

         If we are unable to protect our intellectual property, we may lose a
         valuable asset or incur costly litigation to protect our rights.

         Our success will depend, in part, upon our intellectual property
rights. Litigation to enforce intellectual property rights or to protect trade
secrets could result in substantial costs and may not be successful. Any
inability to protect intellectual property rights could seriously harm our
business, operating results and financial condition. In addition, the laws of
certain foreign countries may not protect intellectual property rights to the
same extent as do the laws of the United States. Our means of protecting our
intellectual property rights in the United States or abroad may not be adequate
to fully protect those intellectual property rights.

         Claims that we infringe upon the intellectual property rights of others
         could be costly to defend or settle.

         Litigation regarding intellectual property rights is common in the
software industry. We expect that software technologies and services may be
increasingly subject to third-party infringement claims as the number of
competitors in our industry segment grows and the functionality of products and
services in different industry segments overlaps. We may, from time to time,
encounter disputes over rights and obligations concerning intellectual property.
Although we believe that our intellectual property rights will be sufficient to
allow us to market products and services without incurring third-party
liability, third parties may bring claims of infringement against us. Any
litigation to defend against claims of infringement or invalidity, whether or
not meritorious, could result in substantial costs and diversion of resources.
Furthermore, a party making a claim could secure a judgment that requires us to
pay substantial damages. A judgment could also include an injunction or other
court order that could prevent us from selling products or services. Our
business, operating results and financial condition could be harmed if any of
these events occurred.

                                       19
<PAGE>

                          ITEM 7. FINANCIAL STATEMENTS

         Our consolidated financial statements, including the accountant's
report, are included beginning at page F-1 immediately following the signature
page of this report.


              ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         There was no change in accountants or disagreement with accountants on
accounting and financial disclosure during the fiscal year ended September 30,
2005.


                        ITEM 8A. CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit to the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange
Commission's rules and forms, and that information is accumulated and
communicated to our management, including our principal executive and principal
financial officers (whom we refer to in this periodic report as our Certifying
Officers), as appropriate to allow timely decisions regarding required
disclosure. Our management evaluated, with the participation of our Certifying
Officers, the effectiveness of our disclosure controls and procedures as of
September 30, 2005, pursuant to Rule 13a-15(b) under the Securities Exchange
Act. Based upon that evaluation, our Certifying Officers concluded that, as of
September 30, 2005, our disclosure controls and procedures were effective.

         There were no changes in our internal control over financial reporting
that occurred during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


                           ITEM 8B. OTHER INFORMATION

         None.

                                       20
<PAGE>

                                    PART III

      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The information from the definitive proxy statement for the 2006 annual
meeting of stockholders under the captions "Corporate Governance," "Election of
Directors," and "Section 16(a) Beneficial Ownership Reporting Compliance" is
incorporated herein by reference.


                         ITEM 10. EXECUTIVE COMPENSATION

         The information from the definitive proxy statement for the 2006 annual
meeting of stockholders under the caption "Executive Compensation" is
incorporated herein by reference.


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                         AND RELATED STOCKHOLDER MATTERS

         The information from the definitive proxy statement for the 2006 annual
meeting of stockholders under the caption "Principal Stockholders" is
incorporated herein by reference.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information from the definitive proxy statement for the 2006 annual
meeting of stockholders under the caption "Certain Relationships and Related
Transactions" is incorporated herein by reference.


                                ITEM 13. EXHIBITS
<TABLE>
<CAPTION>
   Exhibit
    Number*                            Title of Document                                       Location
-------------- ------------------------------------------------------------------- ---------------------------------
<S>            <C>                                                                 <C>
   Item 2.     Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation
               or Succession
---------------------------------------------------------------------------------- ---------------------------------
    2.01       Reorganization Agreement between Albion Aviation, Inc. and          Incorporated by reference from
               Aradyme Development Corporation dated February 7, 2003              the current report on Form 8-K
                                                                                   dated March 31, 2003, filed
                                                                                   April 8, 2003.
   Item 3.     Articles of Incorporation and Bylaws
---------------------------------------------------------------------------------- ---------------------------------
    3.01       Certificate of Incorporation of Albion Ventures, Inc. dated April   Incorporated by reference from
               18, 1994                                                            the registration statement on
                                                                                   Form S-1 filed September 26,
                                                                                   2000 (file no. 333-46672).

                                       21
<PAGE>
<CAPTION>
   Exhibit
    Number*                            Title of Document                                       Location
-------------- ------------------------------------------------------------------- ---------------------------------
<S>            <C>                                                                 <C>
   Item 3.     Articles of Incorporation and Bylaws (continued)
---------------------------------------------------------------------------------- ---------------------------------
    3.02       Certificate of Amendment to Certificate of Incorporation of         Incorporated by reference from
               Albion Ventures, Inc. (changing name to Albion Aviation, Inc.)      the registration statement on
               dated May 16, 2000                                                  Form S-1 filed September 26,
                                                                                   2000 (file no. 333-46672).
    3.03       Bylaws                                                              Incorporated by reference from
                                                                                   the registration statement on
                                                                                   Form S-1 filed September 26,
                                                                                   2000 (file no. 333-46672).
    3.04       Certificate of Amendment to Certificate of Incorporation filed      Incorporated by reference from
               January 9, 2003 (changing name to Aradyme Corporation)              the current report on Form 8-K
                                                                                   dated March 31, 2003, filed
                                                                                   April 8, 2003.
   Item 4.     Instruments Defining the Rights of Security Holders, Including
               Indentures
---------------------------------------------------------------------------------- ---------------------------------
    4.01       Specimen stock certificate                                          Incorporated by reference from
                                                                                   the annual report on Form
                                                                                   10-KSB dated January 10, 2005,
                                                                                   filed January 13, 2005.
    4.02       Form of Certificate of Designation of Series A Preferred Stock      Incorporated by reference from
                                                                                   the current report on Form 8-K
                                                                                   dated March 31, 2003, filed
                                                                                   April 8, 2003.
  Item 10.     Material Contracts
---------------------------------------------------------------------------------- ---------------------------------
    10.03      Software License Agreement between Dan Faust and Systems            Incorporated by reference from
               Research, Inc. dated April 28, 2001                                 the annual report on Form
                                                                                   10-KSB dated January 13, 2004,
                                                                                   filed January 14, 2004.
    10.05      Form of Convertible Promissory Note with schedule                   Incorporated by reference from
                                                                                   the annual report on Form
                                                                                   10-KSB dated January 13, 2004,
                                                                                   filed January 14, 2004.
    10.06      Modification and Documentation of Obligations effective September   Incorporated by reference from
               29, 2003                                                            the annual report on Form
                                                                                   10-KSB dated January 13, 2004,
                                                                                   filed January 14, 2004.

                                       22
<PAGE>
<CAPTION>
   Exhibit
    Number*                            Title of Document                                       Location
-------------- ------------------------------------------------------------------- ---------------------------------
<S>            <C>                                                                 <C>
  Item 10.     Material Contracts (continued)
---------------------------------------------------------------------------------- ---------------------------------
    10.07      2003 Long-Term Incentive Plan**                                     Incorporated by reference from the
                                                                                   annual report on Form 10-KSB dated
                                                                                   January 13, 2004, filed
                                                                                   January 14, 2004.

    10.08      Conversion letter regarding obligation due the Tanner Spencer       Incorporated by reference from
               Group dated September 30, 2003                                      the annual report on Form
                                                                                   10-KSB/A dated January 30,
                                                                                   2004, filed January 30, 2004.

    10.09      Canyon Park Technology Center Office Building Lease Agreement as    Incorporated by reference from
               of November 30, 2004, between TCU  Properties III, LLC, and         the current report on Form 8-K
               Aradyme Corporation                                                 dated December 8, 2004, filed
                                                                                   December 14, 2004.

    10.10      2004 Long-Term Incentive Plan**                                     Incorporated by reference from
                                                                                   the annual report on Form 10-KSB
                                                                                   dated January 10, 2005, filed
                                                                                   January 13, 2005.

    10.11      Securities Purchase Agreement between Aradyme Corporation           Incorporated by reference from
               and Shan Lassig dated December 29, 2004, effective                  the current report on Form 8-K
               November 15, 2004                                                   dated January 3, 2005, filed
                                                                                   January 5, 2005.

    10.12      Form of Convertible Note                                            Incorporated by reference from
                                                                                   the current report on Form 8-K
                                                                                   dated January 3, 2005, filed
                                                                                   January 5, 2005.

    10.14      Executive Employment Agreement between Aradyme Corporation and      Incorporated by reference from
               Kirk Tanner dated February 11, 2005**                               the annual report on Form
                                                                                   10-KSB/A filed February 14,
                                                                                   2005.

    10.18      Agreement and Release between Aradyme Corporation and Kirk Tanner   This filing.
               dated November 15, 2005**

    10.19      Form of Warrant                                                     Incorporated by reference from
                                                                                   the quarterly report on Form
                                                                                   10-QSB for the quarter ended
                                                                                   June 30, 2005, filed August 11,
                                                                                   2005.

                                       23
<PAGE>
<CAPTION>
   Exhibit
    Number*                            Title of Document                                       Location
-------------- ------------------------------------------------------------------- ---------------------------------
<S>            <C>                                                                 <C>
  Item 10.     Material Contracts (continued)
---------------------------------------------------------------------------------- ---------------------------------
    10.20      Promissory Note to EnviroFresh, Inc. dated June 30, 2005            Incorporated by reference from
                                                                                   the quarterly report on Form
                                                                                   10-QSB for the quarter ended
                                                                                   June 30, 2005, filed August 11,
                                                                                   2005.

    10.21      Promissory Note to Merwin D. Rasmussen, PC, dated June 30, 2005     Incorporated by reference from
                                                                                   the quarterly report on Form
                                                                                   10-QSB for the quarter ended
                                                                                   June 30, 2005, filed August 11,
                                                                                   2005.

    10.22      Stock Purchase Agreement between Aradyme Corporation and Eagle      This filing.
               Rock Capital, LLC, dated December 12, 2005

    10.23      Registration Rights Agreement between Aradyme Corporation and       This filing.
               Eagle Rock Capital, LLC, dated December 12, 2005

    10.24      Form of Warrant To Be Issued Pursuant to Stock Purchase Agreement   This filing.
               between Aradyme Corporation and Eagle Rock Capital, LLC, dated
               December 12, 2005

    10.25      Executive Employment Agreement between Aradyme Corporation and      This filing.
               James R. Spencer, dated December 12, 2005**

    10.26      Executive Employment Agreement between Aradyme Corporation and      This filing.
               Scott A. Mayfield, dated December 12, 2005**

    10.27      Executive Employment Agreement between Aradyme Corporation and      This filing.
               Merwin D. Rasmussen, dated December 12, 2005**

    10.28      Conversion Agreement between Aradyme Corporation and Shan Lassig,   This filing.
               dated December 12, 2005

  Item 14.     Code of Ethics
---------------------------------------------------------------------------------- ---------------------------------
    14.01      Aradyme Corporation Code of Ethics                                  Incorporated by reference from
                                                                                   the annual report on Form
                                                                                   10-KSB/A dated January 30,
                                                                                   2004, filed January 30, 2004.
  Item 21.     Subsidiaries of the Small Business Issuer
---------------------------------------------------------------------------------- ---------------------------------
    21.01      Schedule of Subsidiaries                                            Incorporated by reference from
                                                                                   the annual report on Form
                                                                                   10-KSB dated January 13, 2004,
                                                                                   filed January 14, 2004.

                                       24
<PAGE>
<CAPTION>
   Exhibit
    Number*                            Title of Document                                       Location
-------------- ------------------------------------------------------------------- ---------------------------------
<S>            <C>                                                                 <C>
  Item 31.     Rule 13a-14(a)/15d-14(a) Certifications
---------------------------------------------------------------------------------- ---------------------------------
    31.01      Certification of Principal Executive Officer Pursuant to            This filing.
               Rule 13a-14

    31.02      Certification of Principal Financial Officer Pursuant to            This filing.
               Rule 13a-14

   Item 32     Section 1350 Certifications
---------------------------------------------------------------------------------- ---------------------------------
    32.01      Certification of Chief Executive Officer Pursuant to                This filing.
               18 U.S.C. Section 1350, as Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002

    32.02      Certification of Chief Financial Officer Pursuant to                This filing.
               18 U.S.C. Section 1350, as Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>
---------------
*    All exhibits are numbered with the number preceding the decimal indicating
     the applicable SEC reference number in Item 601 and the number following
     the decimal indicating the sequence of the particular document. Omitted
     numbers in the sequence refer to documents previously filed as an exhibit,
     but no longer required.
**   Identifies each management contract or compensatory plan or arrangement
     required to be filed as an exhibit as required by Item 13 of Form 10-KSB.


                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The information from the definitive proxy statement for the 2006 annual
meeting of stockholders under the caption "Independent Registered Public
Accountants" is incorporated herein by reference.


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                             ARADYME CORPORATION

Date: January 12, 2006                       By /s/ Merwin D. Rasmussen
                                               ---------------------------------
                                               Merwin D. Rasmussen,
                                               Corporate Secretary

Date: January 12, 2006                       By /s/ James R. Spencer
                                               ---------------------------------
                                               James R. Spencer
                                               Its Principal Executive Officer

Date: January 12, 2006                       By /s/ Scott A. Mayfield
                                                --------------------------------
                                                Scott A. Mayfield
                                                Its Principal Financial Officer

                                       25
<PAGE>

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the date indicated.

Dated: January 12, 2006                          /s/ James R. Spencer
                                                --------------------------------
                                                James R. Spencer, Chairman
                                                (Principal Executive Officer)

                                                /s/ Merwin D. Rasmussen
                                                --------------------------------
                                                Merwin D. Rasmussen, Director
                                                (Secretary)

                                       26
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2005





                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm................... F-2

Consolidated Balance Sheet................................................ F-3

Consolidated Statements of Operations..................................... F-5

Consolidated Statements of Stockholders' Equity (Deficit)................. F-6

Consolidated Statements of Cash Flows..................................... F-8

Notes to the Consolidated Financial Statements........................... F-10

                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Aradyme Corporation and Subsidiary
Orem, Utah


We have audited the accompanying consolidated balance sheet of Aradyme
Corporation and Subsidiary (the Company) as of September 30, 2005 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the years ended September 30, 2005 and 2004. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Aradyme
Corporation and Subsidiary as of September 30, 2005 and the results of their
consolidated operations and their cash flows for the years ended September 30,
2005 and 2004 in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company has no significant operating
results to date, which raises substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 7. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
December 21, 2005

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                       ARADYME CORPORATION AND SUBSIDIARY
                                           Consolidated Balance Sheet


                                                     ASSETS

                                                                                                 September 30,
                                                                                                      2005
                                                                                               -----------------
<S>                                                                                            <C>
CURRENT ASSETS

   Cash                                                                                        $          84,485
   Accounts receivable, net of allowance                                                                 335,499
   Prepaid insurance                                                                                      68,288
                                                                                               -----------------

     Total Current Assets                                                                                488,272
                                                                                               -----------------

PROPERTY AND EQUIPMENT, NET (Notes 1g and 2)                                                             138,313
                                                                                               -----------------

OTHER ASSETS

   Prepaid license fees (Note 3b)                                                                         78,662
   Deposits                                                                                               21,580
                                                                                               -----------------

     Total Other Assets                                                                                  100,242
                                                                                               -----------------

     TOTAL ASSETS                                                                              $         726,827
                                                                                               =================


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

                                                        F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       ARADYME CORPORATION AND SUBSIDIARY
                                     Consolidated Balance Sheet (Continued)


                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                                                 September 30,
                                                                                                      2005
                                                                                               -----------------
<S>                                                                                            <C>
CURRENT LIABILITIES

   Accounts payable                                                                            $         134,147
   Accrued expenses                                                                                      347,940
   Notes payable - related party (Note 3a)                                                               100,794
   Notes payable (Note 4)                                                                                499,896
                                                                                               -----------------

     Total Current Liabilities                                                                         1,082,777
                                                                                               -----------------

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 1,000,000 shares authorized of $0.001
     par value, 0 shares issued and outstanding                                                                -
   Common stock: 50,000,000 shares authorized of $0.001
     par value, 25,229,546 shares issued and outstanding                                                  25,230
   Additional paid-in capital                                                                          6,209,794
   Accumulated deficit                                                                                (6,590,974)
                                                                                               -----------------

     Total Stockholders' Equity (Deficit)                                                               (355,950)
                                                                                               ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                      $         726,827
                                                                                               =================

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

                                                        F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       ARADYME CORPORATION AND SUBSIDIARY
                                      Consolidated Statements of Operations

                                                                            For the Years Ended September 30,
                                                                                    2005              2004
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
REVENUES                                                                   $        1,130,016  $          57,480
                                                                           ------------------  -----------------

OPERATING EXPENSES

   Wages and payroll taxes                                                          2,301,012            919,791
   Contract services                                                                  380,064            252,472
   Rent                                                                               117,784             48,422
   Depreciation and amortization                                                       39,402             58,480
   Other operating expenses                                                           362,136            531,637
                                                                           ------------------  -----------------

     Total Operating Expenses                                                       3,200,398          1,810,802
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                               (2,070,382)        (1,753,322)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSE)

   Loss on sale of assets                                                             (39,893)                 -
   Interest expense                                                                  (222,407)           (47,309)
                                                                           ------------------  -----------------

     Total Other Expense                                                             (262,300)           (47,309)
                                                                           ------------------  -----------------

NET LOSS                                                                   $       (2,332,682) $      (1,800,631)
                                                                           ==================  =================

BASIC LOSS PER SHARE                                                       $            (0.10) $           (0.09)
                                                                           ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                                24,438,337         19,967,377
                                                                           ==================  =================

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

                                                        F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               ARADYME CORPORATION AND SUBSIDIARY
                                    Consolidated Statements of Stockholders' Equity (Deficit)


                                          Preferred Stock              Common Stock            Additional
                                     -----------------------  -----------------------------     Paid-In         Accumulated
                                        Shares      Amount         Shares         Amount        Capital           Deficit
                                     ----------   ----------  --------------  -------------  --------------    --------------
<S>                                  <C>          <C>             <C>         <C>            <C>               <C>
Balance, September 30, 2003              12,000   $       12      15,135,501  $      15,135  $    1,733,392    $   (2,457,661)

October 2003-December 2003,
  common stock issued for cash at
  $0.416 per share                            -            -         371,924            372         154,348                 -

December 2003 common stock
  issued for services at $0.50
  per share                                   -            -          35,000             35          16,590                 -

December 2003, stock option
  issued for services                         -            -               -              -          17,425                 -

December 2003 - April 2004, common
  stock issued for cash at $0.50 per
  share per share pursuant to a
  private placement memorandum                -            -       3,842,456          3,843       1,917,385                 -

Stock offering costs                          -            -               -              -         (27,500)                -

January 2004 - March 2004, common
  stock issued for conversion of
  debt at $0.14 per share pursuant
  to loan agreement                           -            -       3,112,973          3,113         432,703                 -

March 2004, common stock issued for
  conversion of debt at $0.416 per
  share pursuant to loan agreement            -            -         533,192            533         221,275                 -

June 2004, common stock issued for
  conversion of preferred shares        (12,000)         (12)        120,000            120            (108)                -

Net loss for the year ended
  September 30, 2004                          -            -               -              -               -        (1,800,631)
                                     ----------   ----------  --------------  -------------  --------------    --------------

Balance, September 30, 2004                   -   $        -      23,151,046  $      23,151  $    4,465,510    $   (4,258,292)
                                     ==========   ==========  ==============  =============  ==============    ==============


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

                                                        F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               ARADYME CORPORATION AND SUBSIDIARY
                              Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                          Preferred Stock              Common Stock            Additional
                                     -----------------------  -----------------------------     Paid-In         Accumulated
                                        Shares      Amount         Shares         Amount        Capital           Deficit
                                     ----------   ----------  --------------  -------------  --------------    --------------
<S>                                  <C>          <C>             <C>         <C>            <C>               <C>
Balance, September 30, 2004                   -   $        -      23,151,046  $      23,151  $    4,465,510    $   (4,258,292)

November 2004,
  common stock issued for services            -            -         270,000            270         172,530                 -

November 2004,
  common stock issued to lender               -            -          25,000             25          19,975                 -

November 2004,
  warrants issued to lender                   -            -                                        107,787                 -

December 2004 - March 2005,
  common stock issued for cash at
  $1.00 per share pursuant to a
  private placement memorandum                -            -         976,000            976         975,024                 -

June 2005,
  common stock issued for
  exercise of non qualified stock
  option at $0.416 per share                  -            -           7,500              8           3,112                 -

June 2005,
  common stock issued for cash at
  $0.50 per share                             -            -         800,000            800         399,200                 -

June 2005, warrants issued
  to lender                                   -            -               -              -          66,656                 -

Net loss for the year ended
  September 30, 2005                          -            -               -              -               -        (2,332,682)
                                     ----------   ----------  --------------  -------------  --------------    --------------

Balance, September 30, 2005                   -   $        -      25,229,546  $      25,230  $    6,209,794    $   (6,590,974)
                                     ==========   ==========  ==============  =============  ==============    ==============


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

                                                        F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       ARADYME CORPORATION AND SUBSIDIARY
                                      Consolidated Statements of Cash Flows

                                                                                            For the
                                                                                          Years Ended
                                                                                         September 30,
                                                                                   2005                2004
                                                                              ---------------     ---------------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                   $    (2,332,682)    $    (1,800,631)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation                                                                      39,402              58,480
     Common stock issued for services                                                  96,000              16,625
     Stock options issued for services                                                      -              17,425
     Common stock issued for line of credit                                            20,000                   -
     Warrants issued for line of credit and promissory note                           174,443                   -
     Loss on disposition of assets                                                     39,893                   -
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                                      (306,239)            (29,260)
     (Increase) in prepaids                                                           (46,371)           (101,580)
     (Increase)/decrease in deposits                                                  (16,620)                259
     Increase/(decrease) in accounts payable and
       accounts payable related party                                                 100,367             (79,821)
     Increase in interest payable                                                      18,190                   -
     Increase in accrued expenses                                                     252,118               4,395
                                                                              ---------------     ---------------

       Net Cash Used by Operating Activities                                       (1,961,499)         (1,914,108)
                                                                              ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of assets                                                         3,811                   -
   Purchase of fixed assets                                                          (132,206)            (26,118)
                                                                              ---------------     ---------------

       Net Cash Used by Investing Activities                                         (128,395)            (26,118)
                                                                              ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from related-party notes payable                                          300,000                   -
   Payments on related-party notes payable                                           (200,000)            (15,759)
   Proceeds from notes payable                                                        632,500             132,500
   Payments on notes payable                                                         (202,500)            (15,000)
   Common stock issued for cash                                                     1,379,120           2,075,948
   Stock offering costs                                                                     -             (27,500)
                                                                              ---------------     ---------------

       Net Cash Provided by Financing Activities                                    1,909,120           2,150,189
                                                                              ---------------     ---------------

NET (DECREASE) INCREASE IN CASH                                                     (180,774)             209,963

CASH AT BEGINNING OF PERIOD                                                           265,259              55,296
                                                                              ---------------     ---------------

CASH AT END OF PERIOD                                                         $        84,485     $       265,259
                                                                              ===============     ===============

CASH PAID FOR:

   Interest                                                                   $        22,043     $         4,925
   Income taxes                                                               $             -     $             -



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

                                                        F-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       ARADYME CORPORATION AND SUBSIDIARY
                                Consolidated Statements of Cash Flows (Continued)

                                                                                            For the
                                                                                          Years Ended
                                                                                         September 30,
                                                                                   2005                2004
                                                                              ---------------     ---------------
<S>                                                                           <C>                 <C>
NON-CASH TRANSACTIONS:

   Common stock issued for services                                           $        96,000     $        16,625
   Common stock issued to lender for line of credit commitment                $        20,000     $             -
   Stock options issued for services                                          $             -     $        17,425
   Notes payable and accrued interest converted to
     common stock                                                             $             -     $       657,624
   Warrants issued for line of credit and promissory note                     $       174,443     $             -



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

                                                        F-9
</TABLE>
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

Aradyme Development Corporation (the Company) was incorporated on February 13,
2001, under the laws of the state of Nevada under the name of Systems Research,
Inc. On July 16, 2001, Systems Research, Inc. amended its Articles of
Incorporation changing its name to Aradyme Development Corporation.

On March 31, 2003, the Company and Aradyme, a Delaware corporation formed in
April 1994, completed a reorganization wherein Aradyme issued approximately 13.1
million shares of its common stock for the outstanding common stock of the
Company. Immediately prior to the reorganization, Aradyme had approximately 1.5
million shares of common stock outstanding. The transaction was accounted for as
a reverse acquisition. The Company is the continuing entity for accounting
purposes and Aradyme is the continuing entity for legal purposes. All operations
prior to March 31, 2003, are those of the Company.

The Company develops and markets proprietary database management systems, or
DBMS, and related services. The Company is seeking to commercialize its core
technology across multiple industries through strategic relationships with core
integrators for voter registration, data distribution-migration-repurposing,
customer relationship management, and enterprise resource planning applications.
The Company believes its proprietary DBMS solution gives its customers improved
access and control of their data at reduced risk of data corruption or
inaccessibility as compared to other DBMS. The Company deemed that it exited the
development stage effective September 30, 2004, because it is now generating
revenue from its planned principal operations.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.

c. Cash and Cash Equivalents

The Company considers all highly liquid investment with a maturity of three
months or less when purchased to be cash equivalent.

d. Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period. Diluted loss per share is
not presented because it is equal to basic loss per share as a result of the
antidilutive nature of stock equivalents. The Company has excluded 6,492,500
common stock equivalents at September 30, 2005.

                                      F-10
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

d. Basic Loss Per Share (Continued)

                                                     For the Years Ended
                                                         September 30,
                                                    2005              2004
                                               -------------    --------------
         Basic loss per share:

         Numerator - net loss                  $  (2,332,682)    $  (1,800,631)

         Denominator - weighted average
           number of shares outstanding           24,438,337        19,967,377
                                               -------------    --------------

         Loss per share                        $       (0.10)   $        (0.09)
                                               =============    ==============

e. Estimates

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

f. Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of September 30,
2005 and 2004:

                                                 2005                2004
                                             --------------     --------------
         Deferred tax assets:
         Net operating loss carryover        $    2,028,500     $    1,184,354
         Deferred tax liabilities:                        -                  -
         Depreciation                                (8,100)             7,846
         Valuation allowance                     (2,020,400)        (1,192,200)
                                             --------------     --------------
         Net deferred tax asset              $            -     $            -
                                             ==============     ==============

                                      F-11
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Provision for Taxes (Continued)

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended September 30, 2005 and 2004, due
to the following:

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

         Book Income                                $   (909,746)  $   (702,246)
         Depreciation                                     (1,576)         6,954
         Unrealized Loss                                       -              -
         Other                                             1,755              -
         Accrued Liabilities/Related-Party Payables       30,102        (48,429)
         Stock for Services/Options Expense              143,224         13,240
         Valuation allowance                             736,241        730,481
                                                    ------------   ------------
                                                    $          -   $          -
                                                    ============   ============

At September 30, 2005, the Company had net operating loss carryforwards of
approximately $5,200,000 that may be offset against future taxable income from
the year 2005 through 2025. No tax benefit has been reported in the September
30, 2005, financial statements since the potential tax benefit is offset by a
valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

g. Property and Equipment

Property and equipment are stated at cost. The Company provides for depreciation
using the straight-line method over the following useful lives:

         Office furniture                                   5-7 years
         Computer/office equipment                          3-5 years

h. Revenue Recognition

The Company is structured to generate revenue from any of four sources - the
sale of data extraction, transformation, loading, integration and other related
data services; the sale of custom programming services; the sale of its
internally-developed software applications, and the licensing of its proprietary
software.

                                      F-12
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Revenue Recognition (Continued)

The Company recognizes revenue from data services based on fixed pricing as set
forth in the customer contract. Most contracts include a definition of progress
"milestones" or "phases" with corresponding revenue elements for each milestone
or phase. The standard contract defines that, if the Company has met all of the
conditions and requirements of that milestone or phase, then revenue is earned
and billable. Most contracts also provide for change orders that are
necessitated by changes in scope or duties after the initial contract with a
customer is signed. Revenue from data services was $1,130,016 in fiscal 2005,
and $40,480 in fiscal 2004.

The Company recognizes revenue on custom programming and software applications
upon shipment or delivery of goods to the customer and after all risks and
rewards of ownership of the related products have passed to the buyer and
collection is reasonably assured. Revenue from custom programming and software
applications was $0 in fiscal 2005, and $15,000 in fiscal 2004.

The Company can have certain outstanding agreements for the use of its software
product. These agreements could include a post-contract customer support element
and when-and-if-available upgrades or revisions for which sufficient vendor
specific objective evidence does not exist to allocate revenue to the various
elements of the arrangement. As such, the Company would recognize the entire
contract fee ratably over the term of the agreement in accordance with the
provisions of Statement of Position (SOP) 97-2, "Software Revenue Recognition,"
as modified by SOP 98-9, "Modification of SOP 97-2 with Respect to Certain
Transactions." Revenue from licensing and support was $0 in fiscal 2005, and
$2,000 in fiscal 2004.

The Company records billings and cash received in excess of revenue earned as
deferred revenue. The Company's deferred revenue balance generally results from
contractual commitments made by customers to pay amounts to the Company in
advance of revenues earned. There was $0 in deferred revenue at September 30,
2005.

i. Long-Lived Assets

All long-lived assets are evaluated for impairment annually or whenever events
or changes in circumstances indicate the carrying amount may not be recoverable
per Statement of Financial Accounting Standards ("SFAS") No. 142. Any impairment
in value is recognized as an expense in the period when the impairment occurs.

j. Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board, or FASB, issued SFAS No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity," which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of this new accounting standard had no material effect on
the Company's consolidated financial statements.

                                      F-13
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

j. Recent Accounting Pronouncements (Continued)

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment
of ARB No. 43, Chapter 4," which is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The adoption of this new
accounting standard had no material effect on the Company's consolidated
financial statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions," which is effective for years beginning after June
15, 2005. The adoption of this new accounting standard had no material effect on
the Company's consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets," an amendment to Opinion No. 29, "Accounting for Nonmonetary
Transactions," which is effective for nonmonetary asset exchanges occurring in
periods beginning after June 15, 2005. The adoption of this new accounting
standard had no material effect on the Company's consolidated financial
statements.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment." SFAS
No. 123(R) amends SFAS No. 123, "Accounting for Stock-based Compensation," and
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees." SFAS No.123(R) requires that the cost of share-based payment
transactions (including those with employees and non-employees) be recognized in
the financial statements. SFAS No. 123(R) applies to all share-based payment
transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments
(except for those held by an employee stock ownership plan or by incurring
liabilities (1) in amounts based (even in part) on the price of the company's
shares or other equity instruments, or (2) that require (or may require)
settlement by the issuance of a company's shares or other equity instruments.
This statement is effective (1) for public companies qualifying as SEC small
business issuers, as of the first interim period or fiscal year beginning after
December 15, 2005, or (2) for all other public companies, as of the first
interim period or fiscal year beginning after June 15, 2005, or (3) for all
nonpublic entities, as of the first fiscal year beginning after December 15,
2005. Management is currently assessing the impact of this statement on its
financial position and results of operations.

k. Stock Options

As permitted by FASB Statement No. 123, "Accounting for Stock-based
Compensation" (SFAS No. 123) and amended by SFAS No. 148, the Company elected to
measure and record compensation cost relative to employee stock option costs in
accordance with APB Opinion 25, "Accounting for Stock Issued to Employees," and
related interpretations and make pro forma disclosures of net income and
earnings per share as if the fair value method of valuing stock options had been
applied. Under APB Opinion 25, compensation cost is recognized for stock options
granted to employees when the option price is less than the market price of the
underlying common stock on the date of grant.

                                      F-14
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

k. Stock Options (Continued)

The valuation of options and warrants granted to unrelated parties for services
is measured as of the earlier of (1) the date at which a commitment for
performance by the counterparty to earn the equity instrument is reached, or (2)
the date the counterparty's performance is complete. Pursuant to the
requirements of Emerging Issues Task Force ("EITF") 96-18, the options and
warrants will continue to be revalued in situations in which they are granted
prior to the completion of the performance.

l. Significant Customers

In fiscal 2005, three customers that each accounted for greater than 10% of the
Company's total annual revenue, accounted for approximately 78% of total annual
revenue. In fiscal 2004, two customers that each accounted for greater than 10%
of the Company's total annual revenue, accounted for approximately 96% of total
annual revenue.

NOTE 2--PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                      September 30,
                                                           2005
                                                    ----------------

         Equipment                                  $        159,463
         Furniture                                            34,480
         Accumulated depreciation                            (55,630)
                                                    ----------------
                                                    $        138,313
                                                    ================

Total depreciation expense for the years ended September 30, 2005 and 2004, was
$39,402 and $58,480, respectively.

NOTE 3--RELATED-PARTY TRANSACTIONS

a. Related-Party Payables

Related-party transactions included loans from a director and from an affiliate
of a director of the Company, with one loan outstanding on September 30, 2005,
as indicated:
                                                               September 30,
                                                                   2005
                                                             ----------------
         $100,000 note payable to an affiliate of a
           director of the Company, due October 15,
           2005, with interest accruing at 10%, secured
           by the accounts receivable of the Company.           $   100,794
                                                                ===========

Accrued interest paid in 2005 to related parties through cash payment was
$2,712.

                                      F-15
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 3--RELATED-PARTY TRANSACTIONS (Continued)

b. Software License Agreement

The Company entered into a Software License Agreement for the rights to the
software and related intellectual property on which its proprietary Aradyme
Database Management System is based, with two of the founders of the Company,
who were also principal stockholders when the license was originally agreed to.
In May 2004, the Company exercised its right to purchase the software upon
expiration of the agreement for one dollar. The Company remains obligated to pay
a fee equal to ten percent (10%) of all license fees collected by the Company
for each license sold, distributed, or otherwise disposed of externally. The
license fee shall be paid until a total of $2,000,000 has been paid to the
individuals. The prepaid balance of $78,662 as of September 30, 2005, results
from cumulative payments of $84,000 paid through September 30, 2005, offset by
$5,338 earned and expensed.

NOTE 4--NOTES PAYABLE

Notes payable consisted of the following at September 30, 2005:

         $52,500 note payable to an insurance premium
         financing company, interest accrued at 9.95% per
         annum, unsecured, paid in 9 equal installments
         through May 30, 2006.                                     $     52,500

         $150,000 note payable to a stockholder of the
         Company, interest accrued at 7.0% per annum,
         unsecured, due on October 31, 2005.                            152,647

         $200,000 note payable to a stockholder of the Company
         under a line of credit agreement, interest accrued at
         15.0% per annum, unsecured, due on November 15, 2005.
         Subject to certain conditions, noteholder may convert
         the principal and interest into common stock at $0.80
         per share, or in the event of the Company's inability
         to repay, the Company may convert the principal and
         interest into common stock at the average closing
         price for 20 days preceding the due date of the note.          214,749

         $80,000 note payable to a stockholder of the Company,
         interest accrued at 8.0% per annum, unsecured, due
         November 30, 2005.                                              80,000
                                                                   ------------
             Total Notes Payable (Current)                         $    499,896
                                                                   ============

                                      F-16
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 5--COMMITMENTS AND CONTINGENCIES

a. Office Space

In December 2004, the Company entered into a 65-month lease for office space in
a technology park in Orem, Utah. The lease calls for initial monthly payments of
$11,667, and includes provisions that allow five free months of rent in the
first year of the lease. Rent expense has been adjusted to amortize the effect
of free rent over the term of the lease, resulting in additional rent expense
recognized in 2005 of approximately $39,000. The lease includes escalation
provisions that increase the basic rent by $0.50 per square foot every 13
months, and a right of first refusal for the Company to lease additional space
on the same terms.

The total minimum lease payments due under this noncancellable lease are as
follows:

          2005                             $      81,667
          2006                                   200,511
          2007                                   241,426
          2008                                   248,844
          2009                                   256,263
          2010                                   107,900
                                           -------------
         Total                             $   1,136,611
                                           =============
b. Employment Agreements

In February 2005, the Company executed employment agreements with its executive
officers, providing them termination benefits in the event they are terminated
other than for cause. In December 2005, one of these employment agreements was
cancelled, corresponding to the resignation of the officer, the other three were
replaced with restructured agreements.

NOTE 6--EQUITY TRANSACTIONS

a. Preferred Stock

The Company has authorized 1,000,000 shares of preferred stock, with a par value
$0.001 per share, with rights, privileges and preferences to be designated by
the board of directors. No shares of preferred stock are issued and outstanding.

b. Common Stock

From October through December 2003, the Company issued 371,924 shares of
restricted common stock for cash of $154,718, or $0.416 per share, and warrants
exercisable for 240,384 shares of common stock at $1.00 per share.

In December 2003, the Company issued 35,000 shares of restricted common stock
for services valued at $17,025, or $0.50 per share.

                                      F-17
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 6--EQUITY TRANSACTIONS (Continued)

b. Common Stock (Continued)

From December 2003 through April 2004, the Company issued 3,842,456 shares of
restricted common stock for cash of $1,921,228, or $0.50 per share.

From January 2004 through March 2004, the Company issued 3,112,973 shares of
restricted common stock for conversion of debt owed to officers of the Company
and an affiliate of an officer of the Company. The total of $435,816 principal
and accrued interest owed by the Company was converted to common stock at $0.14
per share, in accordance with the terms of the convertible notes.

In March 2004, a lender converted $221,808 of debt and accrued interest into
533,192 shares of restricted common stock, or $0.416 per share, in accordance
with the terms of a convertible note.

In June 2004, holders of 12,000 preferred shares outstanding converted their
preferred shares to 120,000 common shares, in accordance with the conversion
provisions of the preferred stock.

In November 2004, the Company issued a total of 270,000 shares of common stock
as payment to two consultants who provided services to the Company. These shares
were valued at $0.64 per share, the market price on the date of the awards.

In November 2004, as consideration for granting the line of credit referenced in
Note 4, the Company issued 25,000 shares of restricted common stock to a private
lender. These shares were valued at $20,000, or $0.80 per share, which was the
market price on the day the parties agreed to the terms of the line of credit.

In December 2004 through March 2005, the Company issued 976,000 shares of
restricted common stock for cash of $976,000, or $1.00 per share, to private
investors in a private placement. The selling price was determined and approved
by the board directors.

In June 2005, the Company issued 7,500 shares of restricted common stock upon
the exercise of a non-qualified stock option for cash of $3,120, or $0.416 per
share.

In June 2005, the Company issued 800,000 shares of restricted common stock for
cash of $400,000, or $0.50 per share, to private investors, all of whom were
existing stockholders. The selling price was determined and approved by the
board directors.

c. Stock Options

In 2003, the Company adopted the 2003 Long-Term Incentive Plan for employees,
directors, and consultants. Options granted under the plan may be incentive
stock options or nonstatutory stock options as determined by the board of
directors or any of its committees at the time of grant. Stock purchase rights
may also be granted under the plan. The maximum aggregate number of shares on
which options may be granted is 3,000,000. The plan has a term of 10 years
unless terminated earlier. The term of each option and exercise price shall be
stated in the option agreement.

                                      F-18
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 6--EQUITY TRANSACTIONS (Continued)

c. Stock Options (Continued)

In September 2004, the Company adopted the 2004 Long-Term Incentive Plan for
employees, directors, and consultants. Options granted under the plan may be
incentive stock options or nonstatutory stock options as determined by the board
of directors or any of its committees at the time of grant. Stock purchase
rights may also be granted under the plan. The maximum aggregate number of
shares on which options may be granted is 3,000,000. The plan has a term of 10
years unless terminated earlier. The term of each option and exercise price
shall be stated in the option agreement. No options were granted in fiscal 2004
under this plan. (See Note 8 - Subsequent Events.)

The Company estimates the fair value of stock options at the date of grant by
using the Black-Scholes option pricing model. Had compensation cost for the
issuance of the options been determined based on the fair value at the grant
dates consistent with the method of FASB Statement No. 123, the Company's net
loss and loss per share would have been increased to the pro forma amounts
indicated below:

                                                     September 30,
                                                  2005             2004
                                            --------------- ---------------
         Net loss as reported               $   (2,332,682) $   (1,800,631)
         Pro forma                              (3,133,146)     (1,800,631)
         Basic loss per share as reported   $        (0.10) $        (0.09)
         Pro forma                                   (0.13)          (0.09)

A summary of the status of the Company's stock options and warrants as of
September 30, 2005 and 2004, and changes during the years ending on those dates,
is presented below:
<TABLE>
<CAPTION>
                                                                 2005                          2004
                                                     -----------------------------  ----------------------------
                                                                       Weighted                       Weighted
                                                                       Average                        Average
                                                                       Exercise                       Exercise
                                                          Shares        Price            Shares        Price
                                                     -------------   -------------  -------------  -------------
<S>                                                      <C>             <C>            <C>             <C>
         Outstanding, beginning of year                  4,695,384       $0.45          4,305,000       $0.42
              Granted                                    4,210,000        0.66            390,384        0.81
              Canceled                                    (372,384)       0.92                  -        -
              Exercised                                     (7,500)       0.42                  -        -
                                                         ---------                      ---------

         Outstanding, end of year                        8,525,500       $0.54          4,695,384       $0.45
                                                         =========                      =========

         Exercisable, end of year                        6,492,500       $0.52          4,142,884       $0.46
                                                         =========                      =========

         Weighted average fair value of options
         and warrants granted during the year                            $0.56                          $0.47
</TABLE>
                                      F-19
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 6--EQUITY TRANSACTIONS (Continued)

c. Stock Options (Continued)
<TABLE>
<CAPTION>
                                                  Outstanding                           Exercisable
                                  ----------------------------------------- ------------------------------
                                                    Weighted                    Weighted
                                     Number        Remaining      Average        Number          Average
                                   Outstanding    Contractual    Exercise      Exercisable       Exercise
  Exercise Price                   at 9/30/05         Life         Price        at 9/30/05         Price
  --------------                   ----------     -----------    --------      -----------       --------
<S>                                <C>                <C>         <C>           <C>                <C>
  Stock Options -  $   0.42        3,965,000          5.51        $0.42         3,748,750          $0.42
                   $   0.48          712,000          9.89         0.48                 -             -
                   $   0.50          475,000          2.40         0.50           400,000           0.50
                   $   0.64        2,025,000          9.10         0.64         1,218,750           0.64
                   $   0.80          248,500          9.60         0.80            25,000           0.80
                                   ---------                                    ---------
  Total Outstanding Options        7,425,500          6.85        $0.50         5,392,500          $0.48
                                   =========                                    =========

  Warrants  -      $   0.75          900,000          2.75        $0.75           900,000          $0.75
                   $   0.80          200,000          1.12         0.80           200,000           0.80
                                   ---------                                    ---------
  Total Outstanding Warrants       1,100,000          2.45        $0.76         1,100,000          $0.76
                                   =========                                    =========

  Total Outstanding Options
       and Warrants                8,525,000          6.28        $0.54         6,492,500          $0.52
                                   =========                                    =========
</TABLE>

NOTE 7--GOING CONCERN

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
that contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable.

In order to continue as a going concern, develop a reliable source of revenues,
and achieve a profitable level of operations, the Company will need, among other
things, additional capital resources. Management has been successful negotiating
contracts that are expected to increase revenue significantly, and is in the
process of negotiating additional contracts, and plans to raise at least
$3,000,000 through private placement of its preferred and/or common stock to
sustain operations until revenues are sufficient to cover costs.

                                      F-20
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 7--GOING CONCERN (Continued)

In December 2005, the Company executed an agreement to secure at least $1.0
million dollars in new equity financing from an affiliated investor, with
provisions for the affiliated investor to provide $2.0 million in additional
equity financing through the purchase of additional common stock by March 2007.
Additional funds may be provided through the exercise of warrants granted under
the agreement. Even if the balance of $2.0 million is funded by March 2007 under
the agreement, the Company also anticipates that it may require additional
capital in the future to meet its ongoing cash requirements until it is able to
generate sufficient revenues from the commercialization of its technology and
delivery of its services to fund its anticipated operations and expansion.
However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

NOTE 8--SUBSEQUENT EVENTS

a. Common Stock

In December 2005, the Company signed a stock purchase agreement with an investor
that is an affiliate of an officer of the Company. Under this agreement, the
Company agreed to sell to the investor, in a series of tranches over the
succeeding 15 months, up to 15,000,000 shares of common stock at $0.20 per share
and warrants, with exercise prices escalating from $0.50 per share to $1.00 per
share, to purchase up to an additional 15,000,000 shares of common stock. If all
the tranches are fully funded, the Company will receive $3,000,000 without
regard to any additional amounts that would be received if any of the warrants
are exercised. In the initial tranche, funded on the execution of the agreement,
the investor paid $1,000,000 for 5,000,000 shares of restricted common stock,
and warrants to purchase an additional 5,000,000 shares of common stock at an
exercise price of $0.50 per share. The Company is required to file a
registration statement registering the resale of shares purchased by this
investor, additional shares that may be purchased by this investor, and shares
that may be issuable upon the exercise of warrants acquired under this stock
purchase agreement.

In December 2005, the Company issued 500,000 shares of common stock upon the
conversion of $200,000 convertible debt advanced to the Company under the line
of credit agreement at a conversion price of $0.40 per share, as approved by the
board of directors. The line of credit agreement and convertible promissory note
provided that if the Company was unable to repay the obligation when due, the
Company has the right to convert the principal to common stock based on a 20-day
average closing price of the Company common stock preceding the due date of the
note. A cash payment was made to the lender to pay total interest accrued on
this debt. (See Note 4 - Notes Payable.)

                                      F-21
<PAGE>

                       ARADYME CORPORATION AND SUBSIDIARY
                    Notes to the September 30, 2005 and 2004
                        Consolidated Financial Statements


NOTE 8--SUBSEQUENT EVENTS (Continued)

b. Warrants

In December 2005, the Company signed a stock purchase agreement with an investor
that is an affiliate of an officer of the Company. Under this agreement, the
Company agreed to sell to the investor, in a series of tranches over the
succeeding 15 months, up to 15,000,000 shares of common stock at $0.20 per share
and warrants, with exercise prices escalating from $0.50 per share to $1.00 per
share, to purchase up to an additional 15,000,000 shares of common stock. All of
the warrants expire on December 12, 2010. In the initial tranche, funded on the
execution of the agreement, the investor paid $1,000,000 for 5,000,000 shares of
restricted common stock, and warrants to purchase an additional 5,000,000 shares
of common stock at an exercise price of $0.50 per share. The stock purchase
agreement provides that the number of warrants issuable on any of the future
funding tranches will be increased or decreased if actual funding of the
tranches is accelerated or delayed, respectively. The Company is required to
file a registration statement registering the shares that may be issuable upon
the exercise of warrants acquired under this stock purchase agreement.

c. Employment Agreements

As a condition of the stock purchase agreement signed in December 2005, the
Company was required to restructure employment agreements with its executive
officers to make them "at will" employees, subject to six months' termination
benefits if they are terminated other than for cause.

                                      F-22