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

                                   FORM 10-QSB

|X|   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934

                  For the quarterly period ended March 31, 2006

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of

      1934 For the transition period from _____________ to _____________.

                         Commission file number 0-14266

                         UNIVERSAL DETECTION TECHNOLOGY

        (Exact Name of Small Business Issuer as Specified in its Charter)

           CALIFORNIA                                            95-2746949
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)


                       9595 WILSHIRE BOULEVARD, SUITE 700
                         BEVERLY HILLS, CALIFORNIA 90212
                    (Address of Principal Executive Offices)

                                 (310) 248-3655
                (Issuer's Telephone Number, Including Area Code)

                                   Copies to:

                               Darrin Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                     1065 Avenue of the Americas, Suite 2100
                               New York, NY 10018
                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

      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 past 90 days.

                                 Yes |X| No |_|

      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 the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, no par value,
62,841,014 shares issued and outstanding as of May 11, 2006.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

================================================================================

<PAGE>

                      UNIVERSAL DETECTION TECHNOLOGY INDEX

PART I  FINANCIAL INFORMATION1

ITEM 1. Financial Statements...................................................1

        Consolidated Balance Sheet as of March 31, 2006 (unaudited)............1

        Consolidated Statements of Operations for the three months ended
        March 31, 2006 and March 31, 2005 (unaudited)..........................2


        Consolidated Statements of Cash Flows for the three months
        ended March 31, 2006 and March 31, 2005 (unaudited)....................3

        Notes to Consolidated Financial Statements.............................4

ITEM 2. Management's Discussion and Analysis or Plan of Operation..............8

ITEM 3. Controls and Procedures...............................................25

PART II OTHER INFORMATION.....................................................26

ITEM 1. Legal Proceeding......................................................26

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds...........26

ITEM 3. Defaults Upon Senior Securities.......................................27

ITEM 4. Submission of Matters to a Vote of Security Holders...................28

ITEM 5. Other Information.....................................................28

ITEM 6. Exhibits .............................................................29

                                       i
<PAGE>

PART I.
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2006


                                     ASSETS

    CURRENT ASSETS:
Cash and cash equivalents                                          $     21,351
Certificate of deposit                                                    1,005
Restricted cash                                                          60,358
Accounts Receivable,net                                                  55,507
Installation Inventory in process                                        55,426
Prepaid expenses and other current assets                               408,858
                                                                   ------------

Total current assets                                                    602,505

DEPOSITS                                                                 10,226
EQUIPMENT, NET                                                          100,946
PATENT COSTS                                                             31,022
                                                                   ------------

                                                                   $    744,699
                                                                   ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable, trade                                            $    468,207
Accrued liabilities                                                   1,177,763
Deferred revenue                                                         55,507
Notes payable - related party                                            71,241
Notes payable                                                         1,210,599
Other Liabilities                                                       224,000
Accrued interest expense                                                603,805
                                                                   ------------

Total current liabilities                                             3,811,122

OTHER LIABILITIES - Note Payable Long term                               29,822
                                                                   ------------

Total Liabilities                                                     3,840,944
                                                                   ------------

COMMITMENTS AND CONTINGENCIES                                                --

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value, 20,000,000 shares
authorized, -0- issued and outstanding                                       --
Common stock, no par value, 480,000,000 shares
authorized, 60,224,136 shares issued and outstanding                 23,665,161
Additional paid-in-capital                                            4,101,605
Accumulated (deficit)                                               (30,863,011)
                                                                   ------------

Total stockholders' equity (deficit)                                 (3,096,245)
                                                                   ------------

Total Liabilities and Stockholders Equity (deficit)                $    744,699
                                                                   ============

     See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>

                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                   For the three months ended March 31,
                                                       2006                    2005
                                                   ------------------------------------
<S>                                                    <C>             <C>
REVENUE                                                $         --    $         --
COST OF GOODS SOLD                                               --              --
                                                       ------------    ------------

PROFIT                                                     --              --

                                                       ------------    ------------

OPERATING EXPENSES:
Selling, general and administrative                         636,172         786,032
Marketing                                                   101,300          36,275
Research and development                                      8,250              --
Depreciation                                                  6,182           3,177
                                                       ------------    ------------

Total expenses                                              751,904         825,484
                                                       ------------    ------------

(LOSS) FROM OPERATIONS                                     (751,904)       (825,484)

OTHER INCOME (EXPENSE):
Interest income                                                   4           1,583
Interest expense                                            (57,585)        (35,152)
Amortization of loan fees                                   (16,926)         (1,250)
                                                       ------------    ------------

Net other income (expense)                                  (74,507)        (34,819)
                                                       ------------    ------------

(LOSS) FROM OPERATIONS BEFORE INCOME TAXES                 (826,411)       (860,303)

INCOME TAX EXPENSE                                               --              --
                                                       ------------    ------------

NET (LOSS)                                             $   (826,411)   $   (860,303)
                                                       ============    ============

NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED:       $      (0.01)   $      (0.02)
                                                       ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   $ 58,322,418      50,224,107
                                                       ============    ============
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                        2
<PAGE>

                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                        For the three months ended March 31,
                                                                                2006               2005
                                                                       --------------------------------------
<S>                                                                          <C>               <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss)                                                                   $(826,411)        $(860,303)
Adjustments to reconcile net (loss) to net cash (used in) operations:
Stocks and warrants issued for services                                        221,166            32,595
Depreciation                                                                     6,181             3,177
Changes in operating assets and liabilities:
Inventory, Installtion in process                                               (2,566)               --
Accounts receivable                                                            (55,507)          (65,000)
Prepaid expenses                                                               208,115           313,801
Loan receivable                                                                                  (75,000)
Deferred revenue                                                                55,507            65,000
Accounts payable and accrued expenses                                          130,634           100,031
                                                                             ---------         ---------

Net cash (used in) operating activities                                       (262,881)         (485,699)
                                                                             ---------         ---------

CASH FLOWS (TO) FROM INVESTING ACTIVITIES:

Purchase of equipment                                                               --            (5,021)
Investment in certificates of deposit                                               --                --
Redemption of certificates of deposit                                               --           252,340
(Increase)/decrease in restricted cash                                          20,000              (435)
                                                                             ---------         ---------

Net cash provided by investing activities                                       20,000           246,884
                                                                             ---------         ---------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Bank overdraft                                                                  (1,113)               --
Proceeds from sale of common stock prior to issuance                           125,000            65,737
Payment of offering costs                                                           --            (8,944)
Proceeds from exercise of warrants                                             221,500                --
Payments on Capital Lease                                                       (2,491)               --
Payments on notes payable - related party                                      (54,312)               --
Payments on notes payable                                                      (37,600)          (95,500)
                                                                             ---------         ---------

Net cash provided by (used in) financing activities                            250,984           (38,707)
                                                                             ---------         ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             8,103          (277,522)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  13,248           466,971
                                                                             ---------         ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $  21,351         $ 189,449
                                                                             =========         =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest Paid                                                                $   8,878         $      --
                                                                             =========         =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>

                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006

NOTE 1 - BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accompanying
unaudited consolidated financial statements reflect all adjustments that, in the
opinion of management, are considered necessary for a fair presentation of the
financial position, results of operations, and cash flows for the periods
presented. The results of operations for such periods are not necessarily
indicative of the results expected for the full fiscal year or for any future
period. The accompanying financial statements should be read in conjunction with
the audited consolidated financial statements of Universal Detection Technology
included in Form 10-KSB for the fiscal year ended December 31, 2005.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MANAGEMENT PLANS AND GOING CONCERN


As of March 31, 2006, the Company had a working capital deficit of $3,208,617
and a accumulated deficit of $30,863,011 These conditions raise substantial
doubt about our ability to continue as a going concern. Our ability to continue
as a going concern is dependent upon our ability to develop additional sources
of capital and ultimately achieve profitable operations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The Company's financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.

The Company is currently devoting its efforts to raising capital, and to the
development, field-testing and marketing of its bio-terrorism detection device,
known as BSM-2000. The Company entered into a technology affiliates agreement
and a license agreement . The Company unveiled the first functional prototype of
its BSM-2000 in May 2004. Although the Company continues to engage in testing of
BSM-2000 to improve its functionality, BSM-2000 is currently available for sale.

The Company plans to continue marketing BSM-2000 to private and government
sectors in the US and internationally. Since the beginning of 2006 management
has started focusing on various ways to increase the Company's visibility by not
only marketing through traditional channels and show casing the Company's
products and services but also providing value added services such as training
of security personnel and law enforcement staff with the goal of increasing
knowledge about bio-terrorism and feasible measure that can be taken to reduce
potential casualties and damages.


                                       4
<PAGE>

The Company plans to generate revenues through sale of BSM-2000. The Company
also plans to conduct more research and development aimed at developing
alternative products using its current technologies as well licensing new
technologies that can potentially be commercialized.

STOCK-BASED COMPENSATION

In December 2004 the Financial Accounting Standards Board issued FAS 123-R. FAS
123-R is a revision of FAS No. 123, as amended, Accounting for Stock-Based
Compensation ("FAS 123") and supersedes Accounting Principles Board Opinion
("APB") No. 25, Accounting for Stock Issued to Employees. FAS 123-R eliminates
the alternative to use the intrinsic value method of accounting that was
provided in FAS 123, which generally resulted in no compensation expense
recorded in the financial statements related to the issuance of equity awards to
employees. FAS 123-R requires that the cost resulting from all share-based
payment transactions be recognized in the financial statements. FAS 123-R
establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all companies to apply a
fair-value-based measurement method in accounting for generally all share-based
payment transactions with employees. The Company has adopted FAS 123-R and will
apply its provisions for stock-based compensation awards.

VALUATION OF THE COMPANY'S COMMON STOCK

Unless otherwise disclosed, all stock based transactions entered into by the
Company have been valued at the market value of the Company's common stock on
the date the transaction was entered into or have been valued using the
Black-Scholes Model to estimate the fair market value.

REVENUE RECOGNITION

      Revenue is recognized once certain obligations after shipment and
acceptance of products and devices have occurred. These obligations generally
include installation of devices and the training of customer's staff on
operation. Title of goods is transferred when the products are shipped from the
Company's manufacturers facility and accepted by the purchaser. Income not
earned is recorded as deferred revenue.

PATENTS

      Patents and other intangible assets with finite useful lives are amortized
on a straight-line basis over their estimated useful lives. In accordance with
Statement of Financial Accounting Standard (SFAS) No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS ("SFAS 142"), the Company periodically evaluates its
long-lived assets by measuring the carrying amounts of assets against the
estimated undiscounted future cash flows associated with them. At the time the
carrying value of such assets exceeds the fair value of such assets, impairment
is recognized. To date, no adjustments to the carrying value of the assets have
been made.


                                       5
<PAGE>

EARNINGS PER SHARE

      The Company computes earnings per common share in accordance with
Statement of Financial Accounting Standards No. 128, Earnings per Share (SFAS
No. 128). This Statement simplifies the standards for computing earnings per
share (EPS) previously found in Accounting Principles Board Opinion No. 15,
Earnings Per Share, and makes them more comparable to international EPS
standards. SFAS No. 128 replaces the presentation of primary EPS with a
presentation of basic EPS. In addition, the Statement requires dual presentation
of basic and diluted EPS on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. However, such presentation is not required if the
effect is antidilutive. Accordingly, no such presentation has been made.

INCOME TAXES

      Deferred income taxes are recorded to reflect the tax consequences in
future years of temporary differences between the tax basis of the assets and
liabilities and their financial statement amounts at the end of each reporting
period. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is the tax
payable for the current period and the change during the period in deferred tax
assets and liabilities. The deferred tax assets and liabilities have been netted
to reflect the tax impact of temporary differences. At March 31, 2006, a full
valuation allowance has been established for the deferred tax asset as
management believes that it is more likely than not that a tax benefit will not
be realized.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

NOTE 3 - ACCRUED & OTHER LIABILITIES

      Included in accrued liabilities are payments due in connection with
certain loan fees. A total of 300,000 shares are payable to third parties. The
total value of the stock on the date of the notes were $58,600.

      Included in other liabilities are payments in stock due for payment of
consulting services. A total of 1,100,000 shares are payable to third parties.
The total value of the stock on the date of the agreements were $99,000.

      Included in other liabilities is $125,000 received by the company for
exercise of warrants, where the stock has not been issued as of March 31, 2006.
A total of 833,333 shares are yet to be issued under the warrant agreements.


                                       6
<PAGE>

NOTE 4 - DEFERRED REVENUE

      Deferred Revenue at March 31, 2006 represents income on a unit shipped in
March 2006. The company has verbally agreed to install the device and train the
customer's staff on the operations of the device. Acceptance of the device will
occur once the agreed upon terms have been satisfied.

NOTE 5 - COMMITMENTS AND CONTINGENCIES


a) A. Sean Rose, Claire F. Rose and Mark Rose v. Universal Detection Technology,
fka Pollution Research and Control Corporation Superior Court of the State of
California for the County of Los Angeles, North Central District, Case No.
EC042040

On or about April 16, 2004, Plaintiffs commenced an action against the Company
(Case No. EC 038824) for amounts allegedly due pursuant to four unpaid
promissory notes. On August 2, 2004, the parties executed a Confidential
Settlement Agreement and Mutual Releases (the "Agreement"). On December 30,
2005, Plaintiffs commenced the above-referenced action against the Company,
alleging the Company breached the Agreement and seeking approximately $205,000
in damages. A judgment was entered on April 11, 2006.

b) B. Steven P. Sion and Sion Consulting, Inc. v. Universal Detection
Corporation Superior Court of the State of California for the County of Los
Angeles, Case No. BC350942

On April 19, 2006, Plaintiffs commenced an action against the Company claiming
unspecified damages allegedly resulting from a breach of contract.

c) During 2005, the Company entered into two lease agreements to lease testing
equipment. The Company had violated the terms of the lease as the Company sold
the equipment in March 31, 2006. In April 2006, the leasing company agreed to
remove the sale of equipment as a default of the lease and treat the two leases
as one single purchase transaction. Under the forbearance agreement entered into
by the two parties, the Company shall pay the outstanding balance plus interest
at a rate of 18% in monthly payments of $1,816 until October 15, 2008. The
outstanding balance on this note is $44,255 as of March 31, 2006.

NOTE6 - STOCKHOLDERS' EQUITY

      During the three months ended March 31, 2006, the Company issued an
aggregate of 450,000 shares of common stock to employees for services rendered
to the Company valued at $ 28,000.

      During the three months ended March 31, 2006, certain investors exercised
warrants to purchase 1,609,999 shares of common stock for an aggregate amount of
$221,500.

During the three months ended March 31, 2006, the Company issued 2,124,771
shares of common stock as payment for consulting services for an aggregate
amount of $193,167.


                                       7
<PAGE>

NOTE 7 - RELATED PARTY TRANSACTIONS

      During the three months ended March 31, 2006, the company repaid $430 in
outstanding principal and $361 in interest under a promissory note agreement to
Jacques Tizabi, its president and chief executive officer.

      During the three months ended March 31, 2006, the company repaid $53,882
of outstanding principal and $4,118 in interest under various promissory note
agreements to Ali Moussavi, its vice president of global strategy.

      During April 2006, the company repaid $158 in interest under a promissory
note agreement to Jacques Tizbazi, its president and chief operating officer.

      During April 2006, the company repaid $41,109 in principal and $1,909
interest under various promissory note agreements to Ali Moussavi, its vice
president of global strategy.

NOTE 8 - SUBSEQUENT EVENTS

      During April 2006, the Company issued an aggregate of 1,602,827 shares of
its common stock valued at approximately $50,028 in connection with various
consulting and legal services.

      During April and May 2006, the Company issued an aggregate of 526,000
shares of common stock to two employees for services valued at $28,000.

ITEM 2.  PLAN OF OPERATION.

      The following discussion should be read in conjunction with our
consolidated financial statements, and the related notes included elsewhere in
this Quarterly Report on Form 10-QSB and the Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2005. Certain statements contained herein may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve a number of
risks, uncertainties and other factors that could cause actual results to differ
materially, as discussed more fully herein.

      The forward-looking information set forth in this Quarterly Report on Form
10-QSB is as of the date of our filing, and we undertake no duty to update this
information. Shareholders and prospective investors can find information filed
with the Securities and Exchange Commission, which we refer to as the SEC, after
the date of the filing of this report at SEC's website at www.sec.gov. More
information about potential factors that could affect our business and financial
results is included in the section entitled "Cautionary Statements and Risk
Factors."


                                       8
<PAGE>

OVERVIEW

      We are engaged in the research and development of bio-terrorism detection
devices. Our strategy is to identify qualified strategic partners with whom to
collaborate in order to develop commercially viable bio-terrorism detection
devices. Consistent with this strategy, in August 2002, we entered into a
Technology Affiliates Agreement with the NASA Jet Propulsion Laboratory,
commonly referred to as JPL, to develop technology for our bio-terrorism
detection equipment. Under the Technology Affiliates Agreement, JPL developed
its proprietary bacterial spore detection technology and integrated it into our
existing aerosol monitoring system, resulting in a product which initially we
referred to as the Anthrax Smoke Detector but has been renamed BSM-2000.
BSM-2000 is designed to provide continuous unattended monitoring of airborne
bacterial spores in large public places, with real-time automated alert
functionality. The device is designed to detect an increase in the concentration
of bacterial spores, which is indicative of a potential presence of Anthrax.

      In May 2004, we unveiled the first functional prototype of BSM-2000. The
prototype operated on external software. In July 2004, we commenced simulated
tests with benign bacterial spores having anthrax-like properties in order to
fine tune our product. The use of benign spores is as effective as testing with
anthrax spores because our device is designed to detect an increase in bacterial
spore concentration levels. Based on results we obtained, we were able to
enhance the sensitivity of BSM-2000 by improving the sample collection
efficiency of the device, and made certain other modifications to improve
efficiency. Our device is a functional viable product, available for sale.


      We plan to continue field testing of BSM-2000 in different environments
and conditions in 2006 and to use the empirical data gained from the testing to
further improve the design and functionality of our product.

      We are engaged in discussions with Rutgers University to perform our
field-testing. The Center for Advanced Infrastructure and Transportation at
Rutgers University, which we refer to as CAIT, was given an initial (Phase I)
grant from the National Science Foundation to conduct a preliminary study on
methods to protect the nation's transportation infrastructure against a
potential airborne biological attack. Rutgers identified us as a partner in this
project. Rutgers has applied for a Phase II grant from the National Science
Foundation. Initially, CAIT's commitment to engage in field-testing of BSM-2000
was contingent on receipt of the Phase II grant. However, CAIT recently agreed
to conduct field-testing of BSM-2000 at a facility it chooses regardless of
whether it receives the Phase II grant from the National Science Foundation. We
expect to see progress on this front with Rutgers in 2006.


      We plan to continue to market and make available for sale the current
version of our BSM-2000 while we engage in field-testing. We expect to offer for
sale the existing version of our detection device at a price range of $75,000 to
$100,000 per device. However, depending upon market acceptance, our costs of
production, the timeliness that we receive orders, and additional factors, our
price range may increase or decrease. In addition, we may offer successive
versions of our device, if any, at an increased or decreased price point
depending upon the features, performance and other relevant factors of the
particular version.


                                       9
<PAGE>

      We have chosen Horiba Jobin Yvon, a company based in Edison, New Jersey as
our manufacturer of choice for the production of the spectrometers that are used
within our device. In addition, Met One Instruments, a company based in Tacoma,
Washington has agreed to collaborate with us during the field testing of the
BSM-2000 to use the results of that testing in the production of the air
samplers, which are used to gather samples on the filter tape. Upon completion
of our testing, Met One Instruments also has agreed to collaborate with Horiba
Jobin Yvon and Horiba Jobin Yvon has agreed to obtain technical information from
Met One Instruments in order for Horiba Jobin Yvon to manufacture the entire
device including the spectrometer and the air sampler.

      In February 2006, we entered into a marketing and sales agreement with
Security Solutions International (SSI), pursuant to which SSI will market
BSM-2000 in the United States. SSI provides training for law enforcement and
anti terrorism forces and has agreed to feature BSM-2000 in their seminars and
conferences. We had previously entered into an agreement with SSI for marketing
of the BSM-2000 in Central and South America. In February 2006, we co-hosted a
training session with SSI regarding the protection of government and privately
owned buildings; the event was attended by law-enforcement and building security
personnel. To date, we have not realized any leads or sales as a result of SSI's
efforts and cannot guarantee that we will realize any sales through SSI soon, or
at all.

      In April 2006, in conjunction with SSI, we conducted a training session on
"Intelligence Gathering and Terrorist Activities" at the Institute for Criminal
Studies at the Broward Sheriff's office in Fort Lauderdale, Florida. Our
officials provided an overview on terrorism with weapons of mass destruction,
their consequences and steps on how communities can be more alert and vigilant
about possible biological, chemical, and nuclear attacks. While chemical and
nuclear warfare are not our core competencies, the protocols used for pre and
post event planning are very similar to those used in the event of a biological
attack or any event that can cause mass casualties.

      In March 2006, we entered into an agreement with Michael Stapleton
Associates (MSA). MSA is based in New York and provides technologies and
solutions for explosive detection and real time monitoring of various
facilities. Pursuant to the agreement, we are planning to conduct feasibility
studies regarding the potential integration of BSM-2000 into MSA's monitoring
and screening solutions and technologies. To date, we have not conducted any
studies under this agreement and any collaboration with MSA in the future will
be contingent upon us being able to raise the necessary funds and successfully
design and implement the software and hardware needed for integration of
BSM-2000 in MSA's solutions.


                                       10
<PAGE>

      In March 2006, we received a firm order from a government of a Western
European country for two units of UDTT's BSM-2000 Anthrax Detection Systems. We
have shipped the first unit and payment for this first unit has been received.
Due to confidentiality of the purchase order, we are unable to release the
specific use and the name of the government that has made the purchase.

      In April 2006, we engaged Joseph Breen and Associates to prepare and
submit an application for a contract under the US General Services
Administration (GSA) schedule. The contract is aimed to enable US government
agencies to purchase Universal Detection Technology's technology and services.
The U.S. GSA is a federal management and procurement agency that provides
products and services to the U.S. government.

      We initially planned to secure and lease a testing facility close to the
JPL laboratories where we would be able to implement a quality assurance program
and test our products against the required specifications before shipping them
to customers. We believe that the proximity to JPL and in particular to Caltech
will help us by utilizing the knowledge of graduate and PhD students familiar
with the project in a consultant or employment capacity. While we are still
considering the implementation of this plan, we also are considering sponsoring
researchers at JPL to work with the inventor of our bacterial spore detection
technology to perform the tasks of quality assurance and research and
development. Implementation of either of these plans is dependent on our ability
to secure adequate funds, and we cannot assure you we will be able to do so
soon, or at all.

      During the three months ended March 31, 2006 we spent an aggregate of
$737,472 on selling, general and administrative expenses and marketing expenses.
This amount represents a 10.3% decrease over the comparable year-ago period. The
decrease is principally attributable to a decrease in operating costs.

LIQUIDITY AND CAPITAL RESOURCES

      On April 29, 2004, we commenced a private offering of our securities. In
this private placement, we sold $3.0 million of Units. The offering was made
solely to accredited investors through Meyers Associates, L.P., a registered
broker dealer firm. Each Unit consists of one share of common stock and a Class
A Warrant and a Class B Warrant. The offering price per Unit was $0.50. Both the
Class A and Class B Warrants are exercisable by the holder at any time up to the
expiration date of the warrant, which is five years from the date of issuance.
In the aggregate, the investors purchased 6,000,000 shares of common stock,
Class A Warrants to purchase 3,000,000 shares of common stock at $0.50 per share
and Class B Warrants to purchase 3,000,000 shares of common stock at $0.70 per
share. Meyers received a sales commission equal to 10% of the gross proceeds and
payment of 3% of the gross proceeds for a non-accountable expense allowance for
an aggregate payment of $403,140. Meyers and its agents also received Class A
Warrants to purchase an aggregate of 2,400,000 shares of common stock as
consideration for their services as placement agent. In connection with the
private placement, we also entered into a consulting agreement with Meyers for
an 18 month term, whereby Meyers will provide us consulting services related to
corporate finance and other financial service matters and will receive $7,500
per month, as well as Class A Warrants to purchase 1,200,000 shares of our
common stock. During the first quarter of 2006, we entered into an agreement
with 66 of our warrant holders, holding a total of 6,122,470 Company warrants,
to exchange their warrants with new ones with an exercise price of $0.15. The
exchanged warrants were subsequently issued to new investors. As of March 31,
2006, we have received notices exercise notices for all 6,122,470 outstanding
warrants from the new investors, of which 1,609,999 had been exercised for
$221,500 in proceeds.


                                       11
<PAGE>

      The net proceeds to us from the sale of the Units were approximately $2.5
million. We have used all of these funds for working capital purposes. We
require approximately $3.9 million in the next 12 months to repay debt
obligations and execute our business plan. We do not anticipate that our cash on
hand is adequate to meet our operating expenses over the next 12 months. Also,
we do not believe we have adequate capital to repay all of our debt currently
due and becoming due in the next 12 months. We anticipate that our uses of
capital during the next 12 months principally will be for:

o     administrative expenses, including salaries of officers and other
      employees we plan to hire;

o     repayment of debt;

o     sales and marketing;

o     product testing and manufacturing; and

o     expenses of professionals, including accountants and attorneys.


      Our working capital deficit at March 31, 2006, was $ 3,208,617 . Our
independent auditors' report, dated March 29, 2006, includes an explanatory
paragraph relating to substantial doubt as to our ability to continue as a going
concern, due to our working capital deficit at December 31, 2005. We require
approximately $1.3 million to repay indebtedness in the next 12 months. As a
condition to completing our private placement in July 2004, we agreed not to use
any of the proceeds to repay debt outstanding at the time of the closing of the
offering, or to pay accrued but unpaid salary to our Chief Executive Officer, or
our monthly consulting fee under our Agreement for Investment Banking and
Advisory Services with Astor Capital, Inc. This agreement was terminated
effective September 30, 2004. As of March 31, 2006, we owed our Chief Executive
Officer $678,161 of accrued but unpaid salary under his employment agreement.
The following provides the principal terms of our outstanding debt as of March
31, 2006:,


o     One loan from three family members, each of whom is an unaffiliated party,
      evidenced by four promissory notes in the aggregate principal amounts of
      $100,000, $50,000, $50,000, and $100,000, each due June 24, 2001 with
      interest rates ranging from 11% to 12%. We entered into a settlement
      agreement in the third quarter of 2004 with each of these parties.
      Pursuant to this agreement, at June 30, 2005, we were required to pay an
      additional $80,000 as full payment of our obligations. We did not make
      scheduled payments and are in default of these notes.


                                       12
<PAGE>

o     One loan from an unaffiliated party in the aggregate principal amount of
      $195,000 with interest at a rate of 9% per annum. Pursuant to a letter
      agreement dated as of August 10, 2004, we entered into a settlement with
      this party and agreed to pay a total of $261,000 pursuant to a scheduled
      payment plan through July 2005. Additionally, the Company, in September
      2004, issued 206,250 shares of common stock upon the conversion of unpaid
      interest in the aggregate amount of $33,000. At March 31, 2006, there was
      $161,000 principal amount remaining on this note. We did not make our
      scheduled payment under this note and are in default. As of March 31, 2006
      we owed $22,073 in interest on this note.

o     One loan from an unaffiliated party in the aggregate principal amount of
      $98,500, due July 31, 2005, with interest at the rate of 9% per annum.
      Pursuant to a letter agreement dated August 10, 2004, between us and this
      third party, we agreed to pay a total of $130,800 pursuant to a scheduled
      payment plan through July 2005. At March 31, 2006 there was $ 74,500
      principal amount remaining on this note. We did not make our scheduled
      payments under this note and are in default. As of March 31, 2006 we owed
      $14,336 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $200,000, due on the extended due date of
      June 30, 2002, and further verbally extended to a date to be mutually
      agreed upon by the parties, with interest at the rate of 18% per annum. As
      of March 31, 2006 we owed $208,500 in interest on this note.

o     Two loans from an unaffiliated party evidenced by two promissory notes in
      the aggregate principal amount of $57,526, due September 10, 2002, and
      verbally extended to a date to be mutually agreed upon by the parties,
      with interest at the rate of 10% per annum. As of March 31, 2006, we owed
      $22,141 in interest on these notes.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $75,000, due on May 10, 2003, and verbally
      extended to a date to be mutually agreed upon by the parties, with
      interest at the rate of 18% per annum. As of March 31, 2006 we owed
      $39,696 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $75,000, due on the extended due date of
      June 30, 2002, and further verbally extended to a date to be mutually
      agreed upon by the parties, with interest at the rate of 10% per annum. As
      of March 31, 2006 we owed $44,563 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $50,000 due on November 10, 2005, and
      further verbally extended to a date to be mutually agreed upon by the
      parties, with an interest rate of 12% per annum. As of March 31, 2006, we
      owed $ 5,500 in interest on this note.


                                       13
<PAGE>

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $50,000 due on July 31, 2005, and further
      verbally extended to a date to be mutually agreed upon by the parties with
      an interest rate of 12% per annum. As of March 31, 2006, we owed $ 5,500
      in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $30,000 due on August 31, 2005, and further
      verbally extended to a date to be mutually agreed upon by the parties with
      an interest rate of 15% per annum. As of March 31, 2006, we owed $ 3,750
      in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $30,000 due on July 31, 2005, and further
      verbally extended to a date to be mutually agreed upon by the parties with
      an interest rate of 12% per annum. As of March 31, 2006, we owed $ 3,000
      in interest on this note.

o     Two loans from an affiliated party evidenced by promissory notes in the
      aggregate principal amount of $7,153 at interest rates of 12% and 28.5%.
      At March 31, 2006 there was $6,723 in principal amount remain on these
      notes. At March 31, 2006 we owed $429 in interest on these notes.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $30,000 due on October 30, 2005, and further
      verbally extended to a date to be mutually agreed upon by the parties with
      an interest rate of 12% per annum. We agreed to issue 100,000 shares of
      common stock to the noteholder as additional consideration for extending
      credit to us. The shares have not been issued. As of March 31, 2006 we
      owed $2,100 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $60,000 due on November 15, 2005, and
      further verbally extended to a date to be mutually agreed upon by the
      parties with an interest rate of 12% per annum. We agreed to issue 50,000
      shares of common stock to the noteholder as additional consideration for
      extending credit to us. The shares have not been issued. As of March 31,
      2006 we owed $4,500 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $40,000 due on December 31, 2005, and
      further verbally extended to a date to be mutually agreed upon by the
      parties with an interest rate of 12% per annum. We agreed to issue 50,000
      shares of common stock to the noteholder as additional consideration for
      extending credit to us. The shares have not yet been issued. As of March
      31, 2006, there was $2,400 in principal amount remaining on this note.

o     Four loans from an affiliated party evidenced by promissory notes in the
      aggregate principal amounts of $115,000 all due on or before December 31,
      2005, and further verbally extended to a date to be mutually agreed upon
      by the parties with interest rates from 12% to 12.5%. As of March 31, 2006
      there was $62,018 in principal amount remaining on this note. As of March
      31, 2006 we owed $1,907 in interest on these notes.


                                       14
<PAGE>

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $90,000 due on November 13, 2005, and
      further verbally extended to a date to be mutually agreed upon by the
      parties with an interest rate of 12% per annum. We agreed to issue 200,000
      shares of common stock to the noteholder as additional consideration for
      extending credit to us. The shares have not yet been issued. As of March
      31, 2006, we owed $4,050 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $15,000 due on December 28, 2005, and
      further verbally extended to a date to be mutually agreed upon by the
      parties with an interest rate of 12.5% per annum. We agreed to issue
      20,000 shares of common stock to the noteholder as additional
      consideration for extending credit to us. The shares have not yet been
      issued. As of March 31, 2006, we owed $600 in interest on this note.

o     One loan from an unaffiliated party evidenced by a promissory note in the
      aggregate principal amount of $100,000 due on March 31, 2006, and further
      verbally extended to a date to be mutually agreed upon by the parties with
      an interest rate of 12% per annum. We agreed to issue warrants to purchase
      250,000 shares of common stock to the noteholder as additional
      consideration for extending credit to us. As of March 31, 2006, we owed
      $1,500 in interest on this note.


      Management continues to take steps to address the Company's liquidity
needs. In the past, management has entered into agreements with some of our note
holders to amend the terms of our notes to provide for extended scheduled
payment arrangements. Management is engaged in discussions with each holder of
debt that is in default and continues to seek extensions with respect to our
debt that is past due. Management also may seek extensions with respect to our
other debt as it becomes due. In addition, management may endeavor to convert
some portion of the principal amount and interest on our debt into shares of
common stock.

      Historically, we have financed operations through private debt and equity
financings. In recent years, financial institutions have been unwilling to lend
to us and the cost of obtaining working capital from investors has been
expensive. We principally expect to raise funds through the sale of equity or
debt securities. During 2005, management spent the substantial majority of its
time negotiating contracts for the installation of the BSM-2000 in target
markets and developing its marketing and sales plan. These activities diverted
management from the time it otherwise would spend negotiating sales of
securities to raise capital. In addition, the more recent price and volume
volatility in the common stock has made it more difficult for management to
negotiate sales of its securities at a price it believes to be fair to the
Company. The Company actively continues to pursue additional equity or debt
financings, but cannot provide any assurance that it will be successful. If we
are unable to pay our debt as it becomes due and are unable to obtain financing
on terms acceptable to us, or at all, we will not be able to accomplish any or
all of our initiatives and will be forced to consider steps that would protect
our assets against our creditors.


                                       15
<PAGE>

RELATED PARTY TRANSACTIONS

      On September 20, 2005, the Company executed a promissory note in the
aggregate principal amount of $2,153 payable to Jacques Tizabi, our President
and Chief Executive Officer. The promissory note bears interest at 12% per annum
and is due and payable on November 20, 2005. The maturity date of the note was
verbally extended to a date to be mutually agreed upon by the parties.

      On October 7, 2005, the Company executed a promissory note in the
aggregate principal amount of $80,000 payable to Ali Moussavi, our Vice
President of Global Strategy. The promissory note bears interest of 12% per
annum and is due on October 31, 2005. The maturity date of the note was verbally
extended to a date to be mutually agreed upon by the parties. We have repaid
$58,000 in principal and interest on this note.

      On October 17, 2005, the Company executed a promissory note in the
aggregate principal amount of $5,000 payable to Jacques Tizabi, our President
and Chief Executive Officer. The promissory note bears interest at 28.8% per
annum and is due in 60 monthly installments of $158 or is due in full when the
Company has an aggregate cash balance of $100,000 or more. During February 2006
the note became due but has yet to be repaid in full. The maturity date of the
note was verbally extended to a date to be mutually agreed upon by the parties.
We have repaid $791 in principal and interest on this note.

      On October 21, 2005, the Company executed a promissory note in the
aggregate principal amount of $16,000 payable to Ali Moussavi, our Vice
President of Global Strategy. The promissory note bears interest of 12.5% per
annum and is due on December 21, 2005. The maturity date of the note was
verbally extended to a date to be mutually agreed upon by the parties.

      On November 14, 2005, the Company executed a promissory note in the
aggregate principal amount of $9,000 payable to Ali Moussavi, our Vice President
of Global Strategy. The promissory note bears interest of 12.5% per annum and is
due on December 4, 2005. The maturity date of the note was verbally extended to
a date to be mutually agreed upon by the parties.

      On December 1, 2005, the Company executed a promissory note in the
aggregate principal amount of $900 payable to Ali Moussavi, our Vice President
of Global Strategy. The promissory note bears interest of 12% per annum and is
due on March 10, 2006. The note was repaid with interest in full.



                                       16
<PAGE>

      On March 9, 2006, the Company executed a promissory note in the aggregate
principal amount of $7,000 payable to Nima Montazeri, our Vice President of
Strategic Development. The promissory note does not bear interest. The note was
repaid on March 13, 2006.


      On August 23, 2004, we entered into an amendment to the Employment
Agreement with Jacques Tizabi, our President and Chief Executive Officer. Among
other matters, the Amendment amends the term of the employment agreement to
terminate on December 31, 2010, provides that $100,000 of our CEO's compensation
shall be deferred until we have the financial resources to pay any or all of
that amount, and, commencing on January 1, 2006, increases our CEO's base salary
by 5% per annum. The Amendment also reduces our CEO's reimbursable automobile
cost and provides for reimbursement of a portion of his health and insurance
premiums.


CAUTIONARY STATEMENTS AND RISK FACTORS

      The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If any of the following risks actually occur, our business, results of
operations and financial condition could suffer. In that event, the trading
price of our common stock could decline, and our shareholders may lose all or
part of their investment in our common stock. The risks discussed below also
include forward-looking statements and our actual results may differ
substantially from those discussed in these forward-looking statements.

OUR INDEPENDENT AUDITORS' REPORT EXPRESSES DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

      Our independent auditors' report, dated March 29, 2006, includes an
explanatory paragraph expressing substantial doubt as to our ability to continue
as a going concern, due to our working capital deficit at December 31, 2005. We
have experienced operating losses since the date of the auditors' report and in
prior years. Our auditor's opinion may impede our ability to raise additional
capital on terms acceptable to us. If we are unable to obtain financing on terms
acceptable to us, or at all, we will not be able to accomplish any or all of our
initiatives and will be forced to consider steps that would protect our assets
against our creditors. If we are unable to continue as a going concern, your
entire investment in us could be lost.

WE ARE IN DEFAULT ON A PORTION OF OUR DEBT AND DO NOT HAVE ADEQUATE CASH TO FUND
OUR WORKING CAPITAL NEEDS. OUR FAILURE TIMELY TO PAY OUR INDEBTEDNESS MAY
REQUIRE US TO CONSIDER STEPS THAT WOULD PROTECT OUR ASSETS AGAINST OUR
CREDITORS.

      If we cannot raise additional capital, we will not be able to repay our
debt or pursue our business strategies as scheduled, or at all, and we may cease
operations. We have been unable to pay all of our creditors and certain other
obligations in accordance with their terms, and as a result, at March 31, 2006
we are in default on a portion of our debt totaling approximately $331,000,
excluding accumulated interest of approximately $ 256,000. Since March 31, 2006
we have defaulted on additional debt obligations. In the aggregate, as of March
31, 2006, we have approximately $1.9 million in debt obligations, including
interest, owing within the next 12 months. We currently have verbal extensions
with respect to approximately $970,000 of the aggregate debt obligations to a
date to be mutually agreed upon by us and each of the respective noteholders. We
cannot assure you that any of these noteholders will continue to extend payment
of these debt obligations or ultimately agree to revise the terms of this debt
to allow us to make scheduled payments over an extended period of time.


                                       17
<PAGE>

      We have nominal cash on hand and short-term investments and we do not
expect to generate material cash from operations within the next 12 months. We
have attempted to raise additional capital through debt or equity financings and
to date have had limited success. The down-trend in the financial markets has
made it extremely difficult for us to raise additional capital. In addition, our
common stock trades on The Over the Counter Bulletin Board which makes it more
difficult to raise capital than if we were trading on The NASDAQ Stock Market.
Also, our default in repaying our debt restricts our ability to file
registration statements, including those relating to capital-raising
transactions, on Form S-3, which may make it more difficult for us to raise
additional capital. In July 2004, we completed a private placement resulting in
net proceeds to us of approximately $2.5 million, all of which have been used.
As a condition to this financing however, we agreed that we would not use the
net proceeds to repay any of our debt outstanding as of the closing of the
financing. If we are unable to obtain financing on terms acceptable to us, or at
all, we will not be able to accomplish any or all of our initiatives and will be
forced to consider steps that would protect our assets against our creditors.

WE HAVE A HISTORY OF LOSSES AND WE DO NOT ANTICIPATE THAT WE WILL BE PROFITABLE
IN FISCAL 2006.

      We do not anticipate material sales of the BSM-2000 until after we
complete all testing and modifications, which is contingent principally upon
receipt of adequate funding and our ability to continue to form collaborative
arrangements with qualified third parties to engage in that testing at nominal
cost to us. We have not been profitable in the past years and had an accumulated
deficit of approximately $ 30.9 million at March 31, 2006. During the three
months ended March 31, 2006, and the fiscal years ended December 31, 2005 and
2004, we have experienced losses of $0.8 million, $_3.5million and $5.8 million,
respectively. Achieving profitability depends upon numerous factors, including
our ability to develop, market and sell commercially accepted products timely
and cost-efficiently. We do not anticipate that we will be profitable in fiscal
2006.

IF WE OBTAIN FINANCING, EXISTING SHAREHOLDER INTERESTS MAY BE DILUTED.

      If we raise additional funds by issuing equity or convertible debt
securities, the percentage ownership of our shareholders will be diluted. In
addition, any convertible securities issued may not contain a minimum conversion
price, which may make it more difficult for us to raise financing and may cause
the market price of our common stock to decline because of the indeterminable
overhang that is created by the discount to market conversion feature. In
addition, any new securities could have rights, preferences and privileges
senior to those of our common stock. Furthermore, we cannot assure you that
additional financing will be available when and to the extent we require or
that, if available, it will be on acceptable terms.


                                       18
<PAGE>

IF WE CANNOT PARTNER WITH THIRD PARTIES TO ENGAGE IN RESEARCH AND DEVELOPMENT
AND TESTING OF OUR DEVICE AT MINIMAL COST TO US, OUR PRODUCT DEVELOPMENT WILL BE
DELAYED.

      We contract with third parties at minimal cost to us to conduct research
and development activities and we expect to continue to do so in the future.
Under our agreement with JPL, it will engage in limited testing of our device.
We have engaged in discussions with Rutgers University to conduct field testing
of BSM-2000. Because we are unable to pay third parties to test our product and
instead must rely on a qualified third party's willingness to partner with us to
test our product, our research and development activities and the testing of our
product may be delayed. In addition, since we contract with third parties for
these services, we have less direct control over those activities and cannot
assure you that the research or testing will be done properly or in a timely
manner.

MANAGEMENT HAS NO EXPERIENCE IN PRODUCT MANUFACTURING, MARKETING, SALES, OR
DISTRIBUTION. WE MAY NOT BE ABLE TO MANUFACTURE OUR BACTERIAL SPORE DETECTOR IN
SUFFICIENT QUANTITIES AT AN ACCEPTABLE COST, OR IN A TIMELY FASHION, AND MAY NOT
BE ABLE TO MARKET AND DISTRIBUTE IT EFFECTIVELY, EACH OF WHICH COULD HARM OUR
FUTURE PROSPECTS.

      If we are unable to establish an efficient manufacturing process for the
BSM-2000, our costs of production will increase, our projected margins may
decrease, and we may not be able to timely deliver our product to customers.
When and if we complete all design and testing of our product, we will need to
establish the capability to manufacture it. Management has no experience in
establishing, supervising, or conducting commercial manufacturing. We plan to
rely on third party contractors to manufacture our product, although to date we
have not entered into any manufacturing arrangements with any third party.
Relying on third parties may expose us to the risk of not being able to directly
oversee the manufacturing process, which may adversely affect the production and
quality of our BSM-2000. In addition, these third party contractors may
experience regulatory compliance difficulty, mechanical shutdowns, employee
strikes, or other unforeseeable acts that may increase the cost of production or
delay or prevent production.

      In addition, if we are unable to establish a successful sales, marketing,
and distribution operation, we will not be able to generate sufficient revenue
in order to maintain operations. We have no experience in marketing or
distributing new products. We have not yet established marketing, sales, or
distribution capabilities for our BSM-2000. We also plan on entering into
distribution agreements with third parties to sell our BSM-2000. If we are
unable to enter into relationships with third parties to market, sell, and
distribute our products, we will need to develop our own capabilities. We have
no experience in developing, training, or managing a sales force. If we choose
to establish a direct sales force, we will incur substantial additional expense.
We may not be able to build a sales force on a cost effective basis or at all.
Any direct marketing and sales efforts may prove to be unsuccessful. In
addition, our marketing and sales efforts may be unable to compete with the
extensive and well-funded marketing and sales operations of some of our
competitors. We also may be unable to engage qualified distributors. Even if
engaged, they may fail to satisfy financial or contractual obligations to us, or
adequately market our products.


                                       19
<PAGE>

WE CANNOT GUARANTEE THAT OUR BIO-TERRORISM DETECTION DEVICE WILL WORK OR BE
COMMERCIALLY VIABLE.

      Our product in development requires testing, third party verification,
potentially additional modifications and demonstration of commercial scale
manufacturing before it can be proven to be commercially viable. Potential
products that appear to be promising at early stages of development may not
reach the market for a number of reasons. These reasons include the
possibilities that the product may be ineffective, unsafe, difficult or
uneconomical to manufacture on a large scale, or precluded from
commercialization by proprietary rights of third parties. We cannot predict with
any degree of certainty when, or if, the testing, modification and validation
process will be completed. If our product development efforts are unsuccessful
or if we are unable to develop a commercially viable product timely, we would
need to consider steps to protect our assets against our creditors.

OUR PRODUCTS MAY NOT BE COMMERCIALLY ACCEPTED WHICH WILL ADVERSELY AFFECT OUR
REVENUES AND PROFITABILITY.

      Our ability to enter into the bio-terrorism detection device market,
establish brand recognition and compete effectively depends upon many factors,
including broad commercial acceptance of our products. If our products are not
commercially accepted, we will not recognize meaningful revenue and may not
continue to operate. The success of our products will depend in large part on
the breadth of information these products capture and the timeliness of delivery
of that information. The commercial success of our products also depends upon
the quality and acceptance of other competing products, general economic and
political conditions and other factors, all of which can change and cannot be
predicted with certainty. We cannot assure you that our new products will
achieve market acceptance or will generate significant revenue.

EXISTING AND DEVELOPING TECHNOLOGIES MAY AFFECT THE DEMAND FOR OUR BSM-2000.

      Our industry is subject to rapid and substantial technological change.
Developments by others may render our technology and planned product
noncompetitive or obsolete, or we may be unable to keep pace with technological
developments or other market factors. Competition from other biotechnology
companies, universities, governmental research organizations and others
diversifying into our field is intense and is expected to increase. According to
the public filings of Cepheid, one of our competitors, it has begun shipping its
detection technology product, including for use by the U.S. Postal Service.
Cepheid's entry into the market before us may make it more difficult for us to
penetrate the market. In addition, our competitors offer technologies different
than ours which potential customers may find more suitable to their needs. For
example, Cepheid's technology specifically detects for Anthrax whereas our
technology detects for an increase in the level of bacterial spores. Many of our
competitors also have significantly greater research and development
capabilities than we do, as well as substantially greater marketing,
manufacturing, financial and managerial resources.


                                       20
<PAGE>

SHARES ISSUED UPON THE EXERCISE OF OUR OUTSTANDING OPTIONS AND WARRANTS MAY
DILUTE YOUR STOCK HOLDINGS AND ADVERSELY AFFECT OUR STOCK PRICE.

      If exercised, our outstanding options and warrants will cause immediate
and substantial dilution to our stockholders. We have issued options and
warrants to acquire our common stock to our employees, consultants, and
investors at various prices, some of which are or may in the future be below the
market price of our stock. As of March 31, 2006, we had outstanding options and
warrants to purchase a total of 21,341,667 shares of common stock. Of these
options and warrants, 21,091,667 are at or above the recent market price of
$0.07 per share and 250,000 have exercise prices at or below this price. The
weighted average exercise price for these outstanding options and warrants is
$0.30 .

WE USE A SIGNIFICANT PORTION OF OUR CASH ON HAND AND STOCK TO PAY CONSULTING
FEES. WE MAY NOT RECEIVE THE BENEFIT WE EXPECT FROM THESE CONSULTANTS.

      The consultants that we hire may not provide us with the level of
services, and consequently, the operating results, we anticipate. We spent
approximately $0.3 million and $1.0__ million in consulting fees during the
three months ended March 31, 2006, and the year ended December 31, 2005,
respectively, and utilized approximately 10 consultants during this period. The
consultants we engage provide us with a variety of services.

THE LOSS OF OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER WOULD DISRUPT OUR
BUSINESS.

      Our success depends in substantial part upon the services of Jacques
Tizabi, our President, Chief Executive Officer and Chairman of the Board of
Directors. The loss of or the failure to retain the services of Mr. Tizabi would
adversely affect the development of our business and our ability to realize
profitable operations. We do not maintain key-man life insurance on Mr. Tizabi
and have no present plans to obtain this insurance.

IF A U.S. PATENT FOR THE BACTERIAL SPORE DETECTION TECHNOLOGY IS NOT ISSUED,
COMPETITORS MAY BE ABLE TO COPY AND SELL PRODUCTS SIMILAR TO OURS WITHOUT PAYING
A ROYALTY, WHICH WOULD HAVE A MATERIAL ADVERSE IMPACT ON OUR ABILITY TO COMPETE.

      If BSM-2000 is commercialized, the lack of U.S. or foreign patent
protection could allow competitors to copy and sell products similar to ours
without paying a royalty. The bacterial spore detection technology that is
integrated into BSM-2000 is owned by Caltech. On January 31, 2003, Caltech filed
a U.S. patent application covering the technology, which currently is being
reviewed by the U.S. Patent and Trademark Office. Caltech also filed a patent
application with the European Patent Office. We paid and filed on behalf of
Caltech a patent application in Japan as well. No patents have been issued and
we cannot assure you that any patents will be issued. If a U.S. patent is not
issued, or not issued timely, we may face substantially increased competition in
our primary geographic market.


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<PAGE>

WE MAY BE SUED BY THIRD PARTIES WHO CLAIM OUR PRODUCT INFRINGES ON THEIR
INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE
MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND OURSELVES.

      We may be exposed to future litigation by third parties based on claims
that our technology, product, or activity infringes on the intellectual property
rights of others or that we have misappropriated the trade secrets of others.
This risk is compounded by the fact that the validity and breadth of claims
covered in technology patents in general and the breadth and scope of trade
secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether or not valid, could result in substantial costs, could place a
significant strain on our financial and managerial resources, and could harm our
reputation. Our license agreement with Caltech requires that we pay the costs
associated with initiating an infringement claim and defending claims by third
parties for infringement, subject to certain offsets that may be allowed against
amounts we may owe to Caltech under the licensing agreement. In addition,
intellectual property litigation or claims could force us to do one or more of
the following:

o     cease selling, incorporating, or using any of our technology and/or
      products that incorporate the challenged intellectual property, which
      could adversely affect our potential revenue;

o     obtain a license from the holder of the infringed intellectual property
      right, which license may be costly or may not be available on reasonable
      terms, if at all; or

o     redesign our products, which would be costly and time consuming.

THE U.S. GOVERNMENT HAS RIGHTS TO THE TECHNOLOGY WE LICENSE FROM CALTECH.

      Under the license rights provided to the U.S. government in our license
agreement with Caltech, a U.S. government agency or the U.S. armed forces may,
either produce the proprietary products or use the proprietary processes or
contract with third parties to provide the proprietary products, processes, and
services to one or more Federal agencies or the armed forces of the U.S.
government, for use in activities carried out by the U.S. government, its
agencies, and the armed forces, including, for instance, the war on terrorism or
the national defense. Further, the Federal agency that provided funding to
Caltech for the research that produced the inventions covered by the patent
rights referenced in the Technology Affiliates Agreement and the related
technology may require us to grant, or if we refuse, itself may grant a
nonexclusive, partially exclusive, or exclusive license to these intellectual
property rights to a third party if the agency determines that action is
necessary:


                                       22
<PAGE>

o     because we have not taken, or are not expected to take within a reasonable
      time, effective steps to achieve practical application of the invention in
      the detection of pathogens, spores, and biological warfare agents;

o     to alleviate health or safety needs which are not reasonably satisfied by
      us or our sublicenses;

o     to meet requirements for public use specified by Federal regulations and
      those regulations are not reasonably satisfied by us; or

o     because we have not satisfied, or obtained a waiver of, our obligation to
      have the licensed products manufactured substantially in the United
      States.

THE BACTERIAL SPORE DETECTION TECHNOLOGY IS LICENSED TO US BY CALTECH. IF OUR
LICENSE TERMINATES, OUR FUTURE PROSPECTS WOULD BE HARMED.


The loss of our technology license would require us to cease operations until we
identify, license and integrate into our product another technology, if
available. If we fail to fulfill any payment obligation under the terms of the
license agreement or materially breach the agreement, Caltech may terminate the
license. To maintain our license with Caltech, a minimum annual royalty of
$10,000 was due to Caltech on August 1, 2005, and is due on each anniversary
thereof, regardless of any product sales. Any royalties paid from product sales
for the 12-month period preceding the date of payment of the minimum annual
royalty will be credited against the annual minimum. A minimum annual royalty of
$10,000 was due and paid to CalTech on August 1, 2005 .


OUR STOCK PRICE IS VOLATILE.

      The trading price of our common stock fluctuates widely and in the future
may be subject to similar fluctuations in response to quarter-to-quarter
variations in our operating results, announcements of technological innovations
or new products by us or our competitors, general conditions in the
bio-terrorism detection device industry in which we compete and other events or
factors. In addition, in recent years, broad stock market indices, in general,
and the securities of technology companies, in particular, have experienced
substantial price fluctuations. These broad market fluctuations also may
adversely affect the future trading price of our common stock.


                                       23
<PAGE>

OUR STOCK HISTORICALLY HAS BEEN THINLY TRADED. THEREFORE, SHAREHOLDERS MAY NOT
BE ABLE TO SELL THEIR SHARES FREELY.

      The volume of trading in our common stock historically has been low and a
limited market presently exists for the shares. We have no analyst coverage of
our securities. The lack of analyst reports about our stock may make it
difficult for potential investors to make decisions about whether to purchase
our stock and may make it less likely that investors will purchase our stock. We
cannot assure you that our trading volume will increase, or that our
historically light trading volume or any trading volume whatsoever will be
sustained in the future. Therefore, we cannot assure you that our shareholders
will be able to sell their shares of our common stock at the time or at the
price that they desire, or at all.


POTENTIAL ANTI-TAKEOVER TACTICS THROUGH ISSUANCE OF PREFERRED STOCK RIGHTS MAY
BE DETRIMENTAL TO COMMON SHAREHOLDERS.

      We are authorized to issue up to 20,000,000 shares of preferred stock, of
which none currently are issued and outstanding. The issuance of preferred stock
does not require approval by the shareholders of our common stock. Our Board of
Directors, in its sole discretion, has the power to issue preferred stock in one
or more series and establish the dividend rates and preferences, liquidation
preferences, voting rights, redemption and conversion terms and conditions and
any other relative rights and preferences with respect to any series of
preferred stock. Holders of preferred stock may have the right to receive
dividends, certain preferences in liquidation and conversion and other rights,
any of which rights and preferences may operate to the detriment of the
shareholders of our common stock. Further, the issuance of any preferred stock
having rights superior to those of our common stock may result in a decrease in
the market price of the common stock and, additionally, could be used by our
Board of Directors as an anti-takeover measure or device to prevent a change in
our control.


                                       24
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
the information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission, and that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure. As of the end of the period
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures are effective in timely alerting him to material information required
to be included in our periodic reports with the Securities and Exchange
Commission.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

(b) Changes in Internal Controls over financial reporting

There have been no changes in our internal controls over financial reporting
during our last fiscal quarter, which have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

(c) Limitations on Effectiveness of Controls.

Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.


                                       25
<PAGE>

                                    PART II.
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.


A. Sean Rose, Claire F. Rose and Mark Rose v. Universal Detection Technology,
fka Pollution Research and Control Corporation Superior Court of the State of
California for the County of Los Angeles, North Central District, Case No.
EC042040

On or about April 16, 2004, Plaintiffs commenced an action against the Company
(Case No. EC 038824) for amounts allegedly due pursuant to four unpaid
promissory notes. On August 2, 2004, the parties executed a Confidential
Settlement Agreement and Mutual Releases (the "Agreement"). On December 30,
2005, Plaintiffs commenced the above-referenced action against the Company,
alleging the Company breached the Agreement and seeking approximately $205,000
in damages. A judgment was entered on April 11, 2006.

B. Steven P. Sion and Sion Consulting, Inc. v. Universal Detection Corporation
Superior Court of the State of California for the County of Los Angeles, Case
No. BC350942

On April 19, 2006, Plaintiffs commenced an action against the Company claiming
unspecified damages allegedly resulting from a breach of contract.



      The Company is not a party to any other pending legal proceedings, other
than routine litigation deemed incidental to our business.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      During the first quarter of fiscal 2006, we issued the following
securities which were not registered under the Securities Act of 1933, as
amended. We did not employ any form of general solicitation or advertising in
connection with the offer and sale of the securities described below. In
addition, we believe the purchasers of the securities are "accredited investors"
for the purpose of Rule 501 of the Securities Act. For these reasons, among
others, the offer and sale of the following securities were made in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act
or Regulation D promulgated by the SEC under the Securities Act:

      o     During the first quarter of fiscal 2006, we issued an aggregate of
            2,124,771 shares of common stock to third parties as payment of
            outstanding obligations for services rendered to us valued at
            $193,167.

      o     In January 2006, we issued 175,000 shares of common stock to a
            consultant that were valued at approximately $15,000. o In January
            2006, we issued 216,000 shares of common stock to employees for
            services that were valued at approximately $14,000.


                                       26
<PAGE>

      o     In February 2006. we issued 234,000 shares of common stock to
            employees for services that were valued at approximately $14,000.

      o     In February 2006, we issued 1,409,115 shares of common stock to
            various consultants that were valued at approximately $138,000.

      o     During the first quarter of 2006, we issued 1,609,999 shares of
            common stock for the exercise of warrants and received proceeds of
            approximately $221,500.

      o     In March 2006, we issued 1,409,756 shares of common stock to various
            consultants that were valued at approximately $126,000.

      o     In March 2006, we issued 234,000 shares of common stock to employees
            for services that were valued at approximately $14,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      o     One loan from three family members, each of whom is an unaffiliated
            party, evidenced by four promissory notes in the aggregate principal
            amounts of $100,000, $50,000, $50,000, and $100,000, each due June
            24, 2001 with interest rates ranging from 11% to 12%. We entered
            into a settlement agreement in the third quarter of 2004 with each
            of these parties. Pursuant to this agreement, at June 30, 2005, we
            were required to pay an additional $80,000 as full payment of our
            obligations. We did not make scheduled payments and are in default
            of these notes.

      o     One loan from an unaffiliated party in the aggregate principal
            amount of $195,000 with interest at a rate of 9% per annum. Pursuant
            to a letter agreement dated as of August 10, 2004, we entered into a
            settlement with this party and agreed to pay a total of $261,000
            pursuant to a scheduled payment plan through July 2005.
            Additionally, the Company, in September 2004, issued 206,250 shares
            of common stock upon the conversion of unpaid interest in the
            aggregate amount of $33,000. At March 31, 2006, there was $161,000
            principal amount remaining on this note. We did not make our
            scheduled payment under this note and are in default. As of March
            31, 2006 we owed $22,073 in interest on this note.

      o     One loan from an unaffiliated party in the aggregate principal
            amount of $98,500, due July 31, 2005, with interest at the rate of
            9% per annum. Pursuant to a letter agreement dated August 10, 2004,
            between us and this third party, we agreed to pay a total of
            $130,800 pursuant to a scheduled payment plan through July 2005. At
            March 31, 2006 there was $ 74,500 principal amount remaining on this
            note. We did not make our scheduled payments under this note and are
            in default. As of March 31, 2006 we owed $14,336 in interest on this
            note.


                                       27
<PAGE>

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

         None.

ITEM 5.  OTHER INFORMATION.

         None.


                                       28
<PAGE>

ITEM 6.


EXHIBITS.

      (a)   Exhibits.

            31.1  Certification of Chief Executive Officer and Acting Chief
                  Financial Officer Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

            32.1  Certification of Chief Executive Officer and Acting Chief
                  Financial Officer Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.




                                       29
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                    UNIVERSAL DETECTION TECHNOLOGY



Date: May 19, 2006                  /s/Jacques Tizabi
                                    ---------------------------------------
                                    By:  Jacques Tizabi
                                    Its: President, Chief Executive Officer
                                         and Chairman of the Board

                                    (Principal Executive Officer and Principal
                                    Financial and Accounting Officer)