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


                       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 September 30, 2005

     [ ]  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)

     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 X    No

     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,
54,008,417 shares issued and outstanding as of November 11, 2005.

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


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<PAGE>


                      UNIVERSAL DETECTION TECHNOLOGY INDEX

PART I FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>              <C>                                                                                        <C>
ITEM 1.           Financial Statements.......................................................................1

                  Consolidated Balance Sheet as of September 30, 2005 (unaudited)............................1

                  Consolidated Statements of Operations for the three months ended
                  September 30, 2005 and September 30, 2004 (unaudited)......................................2

                  Consolidated Statements of Operations for the nine months
                  ended September 30, 2005 and September 30, 2004 (unaudited)................................3

                  Consolidated Statements of Cash Flows for the nine months
                  ended September 30, 2005 and September 30, 2004 (unaudited)................................4

                  Notes to Consolidated Financial Statements.................................................5

ITEM 2.           Management's Discussion and Analysis or Plan of Operation.................................10

ITEM 3.           Controls and Procedures...................................................................27

PART II           OTHER INFORMATION.........................................................................28

ITEM 1.           Legal Proceeding..........................................................................28

ITEM 2.           Unregistered Sales of Equity Securities and Use of Proceeds...............................28

ITEM 3.           Defaults Upon Senior Securities...........................................................28

ITEM 4.           Submission of Matters to a Vote of Security Holders.......................................30

ITEM 5.           Other Information.........................................................................30

ITEM 6.           Exhibits .................................................................................31

</TABLE>

<PAGE>

PART I.
                                            FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                                       UNAUDITED CONSOLIDATED BALANCE SHEET
                                                SEPTEMBER 30, 2005

                                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                                                     <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                          $          9,873
     Certificates of deposit                                                                       1,005
     Restricted cash                                                                             103,475
        Accounts receivable                                                                       65,000
     Deferred interest expense                                                                    24,300
     Prepaid expenses                                                                            634,815
                                                                                          -----------------

         Total Current Assets                                                                    838,468

EQUIPMENT, NET                                                                                   113,193
DEPOSITS                                                                                          10,226
PATENT COSTS                                                                                      31,022
                                                                                          -----------------

                                                                                        $        992,909
                                                                                          =================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable, trade                                                            $        364,688
     Bank Overdraft                                                                               40,354
     Accrued liabilities                                                                       1,061,410
        Notes Payable - Related Party                                                              2,153
     Notes payable                                                                             1,012,766
     Deferred revenue                                                                             65,000
     Accrued interest expense                                                                    515,518
                                                                                          -----------------

         Total current liabilities                                                             3,061,889
                                                                                          -----------------

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, 53,697,506 issued and outstanding                                          22,994,594
     Additional paid-in-capital                                                                4,029,678
     Accumulated (deficit)                                                                   (29,093,252)
                                                                                          -----------------

         Total stockholders' equity (deficit)                                                 (2,068,980)
                                                                                          -----------------

         Total liabilities and stockholders' equity (deficit)                           $        992,909
                                                                                          =================

</TABLE>

                                               1
<PAGE>



                         UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                          SEPTEMBER 30, 2005

<TABLE>
<CAPTION>

                                                                        For the three months ended September 30,
                                                                               2005                   2004
                                                                        ------------------    -------------------
<S>                                                                  <C>                   <C>
REVENUE                                                               $           ---      $            ---
                                                                        ------------------    -------------------
OPERATING EXPENSES:
     Selling, general and administrative                                      795,537               819,950
     Depreciation                                                               5,086                 3,250
     Research and development                                                     ---                20,000
     Marketing                                                                 32,200               539,147
                                                                        ------------------    -------------------

     Total expenses                                                           832,823             1,382,347
                                                                        ------------------    -------------------

(LOSS) FROM OPERATIONS                                                       (832,823)           (1,382,347)

OTHER INCOME (EXPENSE):
     Forgiveness of accrued interest payable                                      ---                39,268
     Interest income                                                              645                 4,825
     Interest expense                                                         (42,177)              (37,328)
     Amortization of loan fees                                                (20,942)               (1,250)
                                                                        ------------------    -------------------
                     Net other income (expense)                               (62,474)                5,515
                                                                        ------------------    -------------------

  NET (LOSS)                                                         $       (895,297)     $     (1,376,832)
                                                                        ==================    ===================

NET (LOSS) PER COMMON SHARE - BASIC AND DILUTED                      $          (0.02)     $          (0.03)
                                                                        ==================    ===================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                       53,425,296            46,754,352
                                                                        ==================    ===================
                                                                        ==================    ===================

                                       2
<PAGE>


                         UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      SEPTEMBER 30, 2005


                                                                        For the nine months ended September 30,
                                                                              2005                  2004
                                                                        ------------------    ------------------

REVENUE                                                               $           ---      $         25,000
                                                                        ------------------    ------------------

OPERATING EXPENSES:
     Selling, general and administrative                                    2,321,730             2,279,968
     Depreciation                                                              14,265                 6,895
     Research and development                                                     ---                20,000
     Marketing                                                                115,514             1,939,531
                                                                        ------------------    ------------------

     Total expenses                                                         2,451,509             4,246,394
                                                                        ------------------    ------------------

(LOSS) FROM OPERATIONS                                                     (2,451,509)           (4,221,394)

OTHER INCOME (EXPENSE):
     Forgiveness of accrued interest payable                                      ---                39,268
     Interest income                                                            3,077                 7,286
     Interest expense                                                        (114,947)             (118,755)
     Amortization of loan fees                                                (28,442)              (44,510)
                                                                        ------------------    ------------------
                     Net other income (expense)                              (140,312)             (116,711)
                                                                        ------------------    ------------------

  NET (LOSS)                                                         $     (2,591,821)     $     (4,338,105)
                                                                        ==================    ==================

NET (LOSS) PER COMMON SHARE - BASIC AND DILUTED                      $          (0.05)     $          (0.10)
                                                                        ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                       52,532,333            41,326,282
                                                                        ==================    ==================
                                                                        ==================    ==================

                                       3
<PAGE>


                         UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
                         UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       SEPTEMBER 30, 2005


                                                                       For the nine months ended September 30,
                                                                         2005                            2004
                                                                  ------------------              ------------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net (loss)                                                     $        (2,591,821)            $        (4,338,105)
Adjustments to reconcile net (loss) to net cash (used in)
   operations:
   Stock and warrants issued for services                                   663,214                         331,890
   Forgiveness of accrued interest payable                                      ---                          39,268
   Depreciation                                                              14,265                           6,895
   Changes in operating assets and liabilities:
          Prepaid expenses                                                  468,501                         569,197
          Employee Advances                                                     ---                         (21,975)
          Inventories                                                           ---                          20,000
          Deferred Interest                                                     ---                         (24,300)
          Accounts Receivable                                               (65,000)                            ---
          Deferred Revenue                                                   65,000                             ---
          Accounts payable and accrued expenses                             409,536                         218,477
                                                                  ------------------              ------------------

              Net cash (used in) operating activities                   ((1,036,305))                    (3,198,653)
                                                                  ------------------              ------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

  Purchase of equipment                                                     (17,980)                        (87,922)
  Payments received on bridge note to related party                             ---                          50,000
  Advances to related party                                                     ---                          (6,572)
  Redemption of/(Investment in) certificates of deposit                     252,340                      (1,155,396)
  Investment in patent                                                          ---                         (31,022)
  (Increase) in restricted cash                                              (1,638)                         (1,162)
                                                                  ------------------              ------------------

       Net cash provided by (used in) investing activities                  232,722                      (1,232,074)
                                                                  ------------------              ------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

  Bank Overdraft                                                             40,354                             ---
  Proceeds from issuance of common stock                                    191,420                       5,949,675
  Payment of offering costs                                                 (32,942)                       (714,628)
  Proceeds from exercise of warrants                                          9,500                          20,000
  Advance from related party                                                  2,153                             ---
  Advances on Notes Payable                                                 290,000                             ---
  Payments on notes payable                                                (154,000)                       (410,167)
                                                                  ------------------              ------------------

         Net cash (used in) financing activities                            346,485                       4,844,880
                                                                  ------------------              ------------------

NET INCREASE/(DECREASE) IN CASH                                            (457,098)                        414,153

CASH, BEGINNING OF PERIOD                                                   466,971                          14,899
                                                                  ------------------              ------------------

CASH, END OF PERIOD                                            $              9,873             $           429,052
                                                                  ==================              ==================
</TABLE>

                                       4
<PAGE>



                 UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

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,
formerly Pollution Research and Control Corp., included in Form 10-KSB for the
fiscal year ended December 31, 2004.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

STOCK-BASED COMPENSATION

     The Company accounts for stock based compensation in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation." This standard requires us to adopt the "fair value"
method with respect to stock-based compensation of consultants and other
non-employees and allows for use of the intrinsic value method for stock-based
compensation of employees under Accounting Principals Board Opinion No. 25.

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 for American options to estimate the fair market value.

REVENUE RECOGNITION

     Revenue is recognized upon shipment and acceptance of products. Title of
goods is transferred when the products are shipped from our facility and
accepted by the purchaser. Income not earned is recorded as deferred revenue.


                                       5
<PAGE>



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.

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).
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.
Basic loss per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding. The
computation of diluted loss per share is similar to the basic loss per share
computation except the denominator is increased to include the number of
additional shares that would have been outstanding if the dilutive potential
common shares had been issued. In addition, the numerator is adjusted for any
changes in income or loss that would result from the assumed conversions of
those potential shares. However, such presentation is not required if the effect
is antidilutive. Accordingly, the diluted per share amounts do not reflect the
impact of warrants and options or convertible debt outstanding for 20,351,145
and 11,834,560 shares at September 30, 2005 and 2004, respectively, because the
effect of each is antidilutive.

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 June, 2005, 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.


                                       6
<PAGE>


RECLASSIFICATION

     Certain amounts reported in our financial statements for the nine months
ended September 30, 2004, have been reclassified to conform to the current year
presentation.

NOTE 3 - DEFERRED REVENUE

     Deferred Revenue at September 30, 2005 represents income on a unit shipped
in March 2005. Initially, the customer had the option to accept the device
within ninety days of delivery. The Company has agreed, at the request of the
customer, to extend the date of acceptance until further testing and
verification can be completed. The device is currently undergoing calibrations
and additional analysis. Once the tests are completed, the Company expects to
reinstall the device, however, the Company cannot guarantee that the customer
will accept the device until the further testing and third party verifications
are complete.

NOTE 4 - ACCRUED LIABILITIES

     Included in accrued liabilities are payments due in connection with certain
loan fees. A total of 180,000 shares are payable to third parties. The total
value of the stock on the date of the notes were $28,600.

NOTE 5 - STOCKHOLDERS' EQUITY

     During the nine months ended September 30, 2005, the Company sold 1,323,928
shares of common stock for a total of $191,420. The Company paid placement fees
totaling $32,942 to unrelated parties. In September 2005, 87,532 shares were
reissued. The shares originally issued were cancelled on October 31, 2005.

     During the nine months ended September 30, 2005, the Company issued an
aggregate of 1,393,525 shares of common stock to employees for services rendered
to the Company valued at $192,044.

     During the nine months ended September 30, 2005, an employee exercised an
option to purchase 50,000 shares of common stock for an aggregate amount of
$9,500.

     During the nine months ended September 30, 2005, the Company issued
1,012,894 shares of common stock for partial payment on an advertising campaign
valued at $172,192

ISSUANCE OF OPTIONS AND WARRANTS

     On March 2, 2005, the Company entered into a consulting agreement for
advisory and consulting services in connection with its general business. The
agreement expires March 1, 2007. As compensation for entering into the agreement
and providing services thereunder, the consultant received an option to purchase
50,000 shares of the Company's common stock, exercisable immediately, at the
price of $0.24 per share. The option was valued at $5,551 using the Black
Scholes model for American options, with volatility of 90% and a risk free
interest rate of 3.5%. The market price of the common stock on the date of the
grant was $0.23.


                                       7
<PAGE>


     On August 3, 2005, the Company entered into a consulting agreement for
advisory and consulting services in connection with its general business. The
agreement expired November 3, 2005. As compensation for entering into the
agreement and providing services thereunder, the consultant received 50,000
warrants of the Company's stock at a price of $0.40 per share, 50,000 warrants
of the Company's stock at a price of $0.80 per share and 50,000 warrants to
purchase the Company's stock at a price of $1.20 per share. The warrants were
valued at $256 using the Black Scholes model for warrants, with volatility of
82% and a risk free interest rate of 3.5%. The market price of the common stock
on the date of the grant was $0.17.

     On August 19, 2005, the Company entered into a consulting agreement for
advisory and consulting services in connection with its general business. The
agreement expires August 18, 2006. As compensation for entering into the
agreement and providing services thereunder, the consultant received 3,600,000
warrants of the Company's stock at a price of $0.17 per share. The warrants were
valued at $293,171 using the Black Scholes model for warrants, with volatility
of 82% and a risk free interest rate of 3.5%. The market price of the common
stock on the date of the grant was $0.155.

NOTE 6 - RELATED PARTY TRANSACTIONS

     On May 8, 2005, the Company executed a promissory note in the aggregate
principal amount of $6,000 payable to Jacques Tizabi, its President and Chief
Executive Officer. The promissory note bears interest at 9% per annum and was
due and payable on June 30, 2005. The note was repaid with interest in July
2005.

     On June 28, 2005, the Company executed a promissory note in the aggregate
principal amount of $12,000 payable to Jacques Tizabi, its President and Chief
Executive Officer. The promissory note bears interest at 9% per annum and was
due and payable on July 20, 2005. The note was repaid with interest in July
2005.

     On August 3, 2005, the Company executed a promissory note in the aggregate
principal amount of $8,000 payable to Jacques Tizabi, its President and Chief
Executive Officer. The promissory note bears interest at 9% per annum and was
due and payable on August 31, 2005. The note was repaid in August 2005.

     On September 20, 2005 the Company executed a promissory note in the
aggregate principal amount of $2,153 payable to Jacques Tizabi, its President
and Chief Executive Officer. The promissory note bears interest at 12% per annum
and is due and payable on November 20, 2005.

NOTE 7 - SUBSEQUENT EVENTS

     During October 2005, the Company issued an aggregate of 79,600 shares of
common stock to two employees as compensation for services rendered valued at
$14,000.

     On October 3, 2005, an employee exercised an option to purchase 50,000
shares of common stock for an aggregate amount of $9,500.



                                       8
<PAGE>


     On October 5, 2005, the Company executed a promissory note in the aggregate
principal amount of $7,500 payable to an employee. The promissory note bears no
interest and was due October 31, 2005. No payments have been made on this note.

     On October 7, 2005, the Company executed a promissory note in the aggregate
principal amount of $80,000 payable to an employee. The promissory note bears
interest at 10% per annum and was due on October 31, 2005. No payments have been
made on this note.

     On October 13, 2005, the Company executed a promissory note in the
aggregate principal amount of $90,000 payable to a third party. The promissory
note bears interest at 12% per annum and was due November 13, 2005. In addition
to the principal and interest payments, the Company is obligated to issue to the
noteholder 200,000 shares of common stock as additional consideration for
extending credit to the Company. No payments have been made on this note and the
shares have not yet been issued.

     On October 31, 2005 the Company cancelled 87,532 shares of common stock
originally issued in May 2005. The shares had been reissued in September 2005.


                                       9
<PAGE>



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, 2004. 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 its 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."

OVERVIEW

     We are engaged in the research and development of bio-terrorism detection
devices. At September 30, 2005, our working capital deficit was $29,093,252. Our
independent auditors' report, dated February 25, 2005, 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, 2004. We require
approximately $ 1.55 million to repay indebtedness in the next 12 months. We are
pursuing strategies to raise funds, but cannot assure you that we will be able
to raise adequate funds for our working capital purposes and to repay our debt,
or at all. While we continue to pursue development, testing, marketing and
distribution opportunities with regard to our detection device, our financial
condition places significant restrictions on our current ability to fully pursue
these activities.

     After engaging in initial research and development efforts, we determined
to pursue a strategy to identify qualified strategic partners and collaborate to
develop commercially viable bio-terrorism detection devices. Consistent with
this strategy, in August 2002, we entered into a Technology Affiliates Agreement
with the Jet Propulsion Laboratory, commonly referred to as JPL, to develop
technology for our bio-terrorism detection equipment. JPL is a federally funded
research and development center sponsored by National Aeronautics and Space
Administration (NASA) and also is an operating division of the California
Institute of Technology, or Caltech, a private non-profit educational
institution.

     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, and which we renamed BSM-2000 on April 21, 2005.
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 operates to detect an increase in the concentration of
bacterial spores, which is indicative of a potential presence of Anthrax. Under
our agreement with JPL, we paid it approximately $250,000 for its services and
we received an option to license all technology


                                       10
<PAGE>


developed under the Technology Affiliates Agreement from Caltech. On September
30, 2003, we exercised our option and Caltech granted to us a worldwide
exclusive license to the patent rights referenced in the Technology Affiliates
Agreement and a worldwide nonexclusive license to rights in related proprietary
technology. 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. Pursuant to the terms of
the license, we must pay four percent royalties on product sales in countries
where a patent is issued and two percent royalties on product sales in countries
where a patent is not issued, as well as 35 percent of net revenues received
from sub-licensees. As of the date of this report we are in compliance with the
terms of our agreement with Caltech and have paid in full all owed royalties.

     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 hope to commence field testing of BSM-2000 in different environments and
conditions in 2005 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 CAIT to commence this
field testing in 2005.

     In the second quarter of 2005 we strengthened our relationships with
Rutgers University and CAIT. We have agreed to conduct a feasibility study
jointly with CAIT to evaluate the possibility of integration of BSM-2000 into
CAIT's newly designed software used for simulation of evacuation procedures for
buildings and public structures. Also, in late August 2005, we jointly
represented our technology with representatives from CAIT to a group of
officials, industry experts, and academics in New Jersey.

     We plan to continue to market and make available for sale the current
version of our BSM-2000 while we engage in field testing. In the third quarter
of 2004, we received our first purchase order for a minimum of one and up to 10
Anthrax detection devices. The purchase order was made by Global Baggage
Protection Systems, which is doing business as Secure Wrap, a company based in
Miami, Florida. The sales price to Secure Wrap reflects a discount not to


                                       11
<PAGE>


exceed 15% of the lower end of our expected price range for the device. The
purchase order was contingent upon Secure Wrap's satisfaction of the first unit
shipped to it. Secure Wrap could accept or return the device within 90 days and
if Secure Wrap accepted the detection device, the purchase order would call for
us to ship one device every two months over the next 18 months. Pursuant to this
purchase order we shipped a unit of BSM-2000 to Secure Wrap in March 2005. Prior
to the expiration of the 90 day period, Secure Wrap requested, and we agreed, to
extend that period to the date upon which we complete our principal field
testing and obtain independent third party verification of the BSM-2000. Secure
Wrap has returned the device initially provided to it for our analysis of sample
collection and for modifications.

     In the first quarter of 2005, we received an additional purchase order from
Secure Wrap for one unit for installation at their site at the Miami
International Airport. We expected to ship this unit in the second quarter of
2005, following completion of an appropriate response plan approved by Secure
Wrap. As we did with our first purchase order from Secure Wrap, we have agreed
to postpone the fulfillment of this purchase order until the completion of our
principal field tests and third party verification.

     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
reaction, 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.

     In December 2004, we signed an exclusive distribution agreement with Sartec
Saras Technologies Srl, a leading distributor of environmental monitoring
equipment in Italy, for marketing and sales of BSM-2000 in Italy. Pursuant to
the terms of the agreement, Sartec Saras is obligated a purchase a unit of
BSM-2000 at a discounted price for training and demonstration purposes. We
agreed to postpone the obligation to purchase the BSM-2000 until completion of
third party verification. To date, Sartec Saras has not made any sales in Italy.

     In March 2005, we signed a distribution agreement with Quantum Automation,
in Singapore, providing it the right to represent, sell, service, and distribute
BSM-2000 in Singapore, Malaysia, and Thailand. The agreement requires that
Quantum Automation purchase at a discounted price one BSM-2000 intended to be
used for demonstration and training purposes. We are in the process of applying
for an export license to be able to fulfill Quantum Automation's purchase order.
To date, Quantum Automation has not made any sales of BSM-2000 in these
countries. On November 9th, 2005 Quantum Automation is scheduled to represent
BSM-2000 at Safety & Security Asia 2005; Asia Homeland Security 2005, an
exhibition and conference held at the Singapore Expo. The event is aimed at
providing a comprehensive solution to meet the discerning needs of users from
the public and private sectors with exhibits ranging from biometrics, sensors,
identification and communication devices, software to chemical, biological,
radiological, and nuclear detection, protection, decontamination, or mass
casualties care systems. The conference is intended to provide an international
perspective on homeland security with speaker experts from the US, Europe, and
Asia who are expected to share their experiences on the different aspects of
homeland security pertaining to their countries.


                                       12
<PAGE>


     We intend to initiate production orders of BSM-2000 with Horiba Jobin Yvon
based on sales orders we receive. We have chosen Horiba Jobin Yvon as our
manufacturer of choice for the production of the spectrometers that are used
within our device. Met One Instruments 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 connection with our sales and marketing efforts, we hope to sell units
to customers in specific sectors in the market including sports stadiums,
conventions centers, and casinos. We believe that these sales will provide us a
well-defined customer base to use as a reference in connection with our
marketing campaign. In August 2004, we reached an oral agreement in principal
with KAL Consultants, Inc. pursuant to which it will assist us with marketing
and sales efforts. We made an initial payment to KAL Consultants and it
commenced services to us consisting principally of arranging meetings with
potential buyers of our device, including Secure Wrap.

     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 2004, we hired four additional employees and increased our use of
consultants for corporate development purposes, including further development of
our strategic business plan to sell BSM-2000. If we are able to receive adequate
funding for our working capital purposes, we anticipate hiring up to three
additional employees in the next 12 months, one of whom would concentrate on
marketing BSM-2000 to both the public and private sector. Upon establishment of
the testing facility, we intend to hire up to two employees to assist with the
testing of the products. In June 2005, we appointed Mr. Nima Montazeri as our
head of strategic development. Mr. Montazeri's principal responsibilities are to
identify and collaborate with qualified independent third parties that provide
goods and services that can be of strategic value to us and our business.

     During the nine months ended September 30, 2005 we spent an aggregate of
$2,437,244 on selling, general and administrative expenses and marketing
expenses representing a 42% decrease over the comparable year-ago period. The
decrease principally is attributable to significant costs incurred in the nine
months ended September 30, 2004 relating to marketing of the BSM-2000 which we
did not incur at the same level in the nine months ended September 30, 2005.


                                       13
<PAGE>


     Under our agreement with JPL, we were required to pay the entire estimated
cost of $249,000 in advance of JPL commencing its research and development work.
JPL has completed its tasks and obligations under its agreement with us. We
maintain a close relationship with JPL and have orally agreed to pursue
additional opportunities and to fund further research on BSM-2000 as well as
various other applications of our spore detection technology in
terrorism-related and non-terrorism-related fields. Any additional research and
development activities are contingent on our receipt of adequate funding.

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.

     The net proceeds to us from the sale of the Units were approximately $2.5
million, all of which has been used by us. We require approximately $2.0 million
in the next 12 months to complete our existing prototype, engage in testing of
the device, and revise the technology or reengineer the device as may be
necessary or desirable and otherwise execute our business plan. We do not have
adequate capital to fund our working capital needs or to repay 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    expenses to improve the BSM-2000 based on the results of our field
          testing,

     o    expenses related to acquisition of intellectual property from JPL and
          other research institutions to extend applications of our spore
          detection technology as well as develop new promising technologies,
          and



                                       14
<PAGE>

     o    expenses of professionals, including investment bankers, accountants
          and attorneys.

     Our working capital deficit at September 30, 2005, was $2,223,421. Our
independent auditors' report, dated February 25, 2005, 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, 2004. We require
approximately $1.55 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 September 30, 2005, we owed our Chief
Executive Officer $595,500 of accrued but unpaid salary under his employment
agreement. The following provides the principal terms of our outstanding debt as
of September 30, 2005:

     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 this payment 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 September 30, 2005, there was $145,000 principal amount
          (and $16,000 in interest) remaining on this note. We did not make our
          scheduled payment under this note in July 2005, and are in default of
          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 September 30, 2005,
          there was $74,500 principal amount (and $8,300 in interest) remaining
          on this note. We did not make our scheduled payment under this note in
          July 2005, and are in default of 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 September 30, 2005 we owed $190,500 in interest on
          this note.


                                       15
<PAGE>


     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 September
          30, 2005, we owed $19,265 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 September 30, 2005
          we owed $32,946 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 September 30, 2005 we owed $40,813 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
          with an interest rate of 12% per annum. As of September 30, 2005, we
          owed $2,500 in interest on this note. We did not make our scheduled
          payment under this note in November 2005, and are in default of this
          note.

     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 with an
          interest rate of 12% per annum. As of September 30, 2005, we owed
          $2,500 in interest on this note. We did not make our scheduled payment
          under this note in July 2005, and are in default of 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 with
          an interest rate of 15% per annum. As of September 30, 2005, we owed
          $1,500 in interest on this note. We did not make our scheduled payment
          in August 2005 and are in default of 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 with an
          interest rate of 12% per annum. As of September 30, 2005, we owed $750
          in interest on this note. We did not make our scheduled payment under
          this note in July 2005, and are in default of this note.

     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 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. As of September 30, 2005 we owed $750 in
          interest on this note. We did not make our scheduled payment on
          October 30, 2005 and are in default of 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
          with an interest rate of 12% per annum. We agreed to issue 50,000
          shares of common stock to the noteholder as


                                       16
<PAGE>


          additional consideration for extending credit to us. As of September
          30, 2005 we owed $900 in interest on this note and the shares have not
          yet been issued.

     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
          with an interest rate of 12% per annum. We agreed to issue 30,000
          shares of common stock to the noteholder as additional consideration
          for extending credit to us. The shares have not yet been issued.

     o    One loan from an affiliated party evidenced by a promissory note in
          the aggregate principal amount of $80,000 due on October 31, 2005 and
          verbally extended to a date to be mutually agreed upon by the parties
          with an interest rate of 10% per annum.

     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
          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. This note has not been repaid and we are
          in default. The shares have not yet been issued.

     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, and in the first nine months of 2005 have raised an aggregate
of $481,420 in private placements of debt and common stock. However, during the
first half of 2005, management spent the substantial majority of its time
negotiating contracts for the installation of the BSM-2000 in target markets,
preparing to ship the first device under the Secure Wrap October purchase order,
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.

RELATED PARTY TRANSACTIONS

     On May 8, 2005, the Company executed a promissory note in the aggregate
principal amount of $6,000 payable to Jacques Tizabi, our President and Chief
Executive Officer. The


                                       17
<PAGE>


promissory note bears interest at 9% per annum and was due and payable on June
30, 2005. The note was amended on June 28, 2005 for $6,100, which included
previously accrued interest. The note was repaid with interest in July 2005.

     On June 28, 2005, the Company executed a promissory note in the aggregate
principal amount of $12,000 payable to Jacques Tizabi, our President and Chief
Executive Officer. The promissory note bears interest of $100. The note was
repaid with interest in July 2005.

     On August 3, 2005, the Company executed a promissory note in the aggregate
principal amount of $8,000 payable to Jacques Tizabi, our President and Chief
Executive Officer. The promissory note does not bear interest. The note was
repaid in August 2005.

     On August 16, 2005, the Company executed a promissory note in the aggregate
principal amount of $8,000 payable to Jacques Tizabi, our President and Chief
Executive Officer. The promissory note does not bear interest. The note was
repaid on August 16, 2005.

     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.

     On October 5, 2005, the Company executed a promissory note in the aggregate
principal amount of $7,500 payable to Nima Montazeri, our Vice President of
Strategic Development. The promissory note does not bear interest. The note was
repaid on October 13, 2005.

     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 10% per annum and was 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.

     In connection with the private placement completed in October 2004, our
Chief Executive Officer agreed to defer payment of all accrued but unpaid bonus
and salary, as well as any compensation payable to him in excess of $150,000 per
year, for nine months from April 29, 2004.

     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.

     Effective June 1, 2003, we entered into an agreement with Astor Capital,
Inc., a company in which Jacques Tizabi, our President and Chief Executive
Officer, is the President of and owns 50% of the common stock, pursuant to which
we have agreed to pay $25,000 per month for investment banking and strategic
advisory services as well as a 10% fee for all debt and equity


                                       18
<PAGE>


financing raised for us. In connection with the private placement completed in
October 2004, we modified this agreement so that the compensation payable to
Astor Capital under the agreement is reduced during the period from April 29,
2004, and for nine months thereafter, to an amount not to exceed the sum of
$5,000 per month, excluding any fees for placement of securities. Effective
September 30, 2004, we terminated this agreement with Astor.

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 February 25, 2005, 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, 2004, and
the sale of our operating subsidiary in March 2002. 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 OF A SUBSTANTIAL 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 September 30,
2005 we are in default on a substantial portion of our debt totaling
approximately $449,540,excluding accumulated interest of approximately $515,518.
Since September 30, 2005 we have defaulted on additional debt obligations. In
the aggregate, as of September 30, 2005, we have approximately $1,552,584
million in debt obligations, including interest, owing within the next 12
months. We currently have verbal extensions with respect to approximately
$407,526 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


                                       19
<PAGE>


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.

     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 2005.

     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 $29.0 million at September 30, 2005. We have not had revenues from
sales of our products since the beginning of fiscal 2002, the commencement of
development of our BSM-2000. During the nine months ended September 30, 2005,
and the fiscal years ended December 31, 2004 and 2003, we have experienced
losses of $2.6 million, $5.8 million and $4.7 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 2005.

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.



                                       20
<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. At this time, we have an oral
agreement with KAL Consultants, Inc. to assist us with our marketing and sales
efforts. To date, KAL Consultants' principal function has been to arrange
meetings with potential buyers of our device, including Secure Wrap. 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.


                                       21
<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.


                                       22
<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 September 30, 2005, we had outstanding options and warrants to
purchase a total of 24,101,105 shares of common stock. Of these options and
warrants, all have exercise prices at or above the recent market price of $0.17
per share (as of November 1, 2005) and none have exercise prices at or below
this price. The weighted average exercise price for these outstanding options
and warrants is $0.45.

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
$0.7 million and $3.2 million in consulting fees during the nine months ended
September 30, 2005, and the year ended December 31, 2004, respectively, and
utilized approximately 20 consultants during this period. The consultants we
engage provide us with a variety of services.

WE ENTERED INTO SEVERAL RELATED PARTY TRANSACTIONS IN 2004 AND 2003.

     We engaged in a number of transactions with related parties in the nine
months ended September 30, 2005, and the years ended December 31, 2004 and 2003.
During the years ended December 31, 2004 and 2003, we spent an aggregate of
$288,000 and $375,000, respectively in related party transactions. These
included an agreement with Astor Capital, Inc. pursuant to which it provided us
with investment banking and strategic advisory services as well as a 10%
placement fee for debt and equity financings raised for us. We terminated this
agreement effective September 30, 2004. We also subleased office space from
Astor. Effective November 1, 2004, we assumed the lease for the office space. In
addition, during the first nine months of 2005, and the years ended December 31,
2004 and 2003 we issued notes to related parties. In light of the number of
transactions and the aggregate sums involved, there may be a perception that
these transactions were not at arm's length. We believe that each of these
transactions were on terms at least as favorable to us as they would have been
with unrelated parties.

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.



                                       23
<PAGE>


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.

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.


                                       24
<PAGE>


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:

     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 sublicensees;

     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.

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.



                                       25
<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.


                                       26
<PAGE>


ITEM 3. 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.

     In connection with an inquiry by our Audit Committee and pursuant to its
recommendations, we made changes to our internal controls over financial
reporting during the quarter ended December 31, 2004, as more specifically
discussed in Item 6 Management Discussion and Analysis and Plan of Operation -
Audit Committee Inquiry, of our Annual Report on Form 10-KSB for the year ended
December 31, 2004, filed with the Securities and Exchange Commission on March
31, 2005.


                                       27
<PAGE>


                                    PART II.
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

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

     During the third quarter of fiscal 2005, 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 third quarter of fiscal 2005, we issued an aggregate
               of 2,512,894 shares of common stock to third parties as payment
               of outstanding obligations for services rendered to us valued at
               $1,042,192.

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 this payment 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 September 30, 2005, there was $145,000 principal amount
          (and $16,000 in interest) remaining on this note. We did not make our
          scheduled payment under this note in July 2005, and are in default of
          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 September 30, 2005,
          there was $74,500 principal amount (and $8,300 in interest) remaining
          on this note. We did not make our scheduled payment under this note in
          July 2005, and are in default of this note.



                                       28
<PAGE>

     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
          with an interest rate of 12% per annum. As of September 30, 2005, we
          owed $2,500 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 July 31, 2005 with an
          interest rate of 12% per annum. As of September 30, 2005, we owed
          $2,500 in interest on this note. We did not make our scheduled payment
          under this note in July 2005, and are in default of 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 with
          an interest rate of 15% per annum. As of September 30, 2005, we owed
          $1,500 in interest on this note. We did not make our scheduled payment
          in August 2005 and are in default of 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 with an
          interest rate of 12% per annum. As of September 30, 2005, we owed $750
          in interest on this note. We did not make our scheduled payment under
          this note in July 2005, and are in default of this note.

     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 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. As of September 30, 2005 we owed $750 in
          interest on this note. We did not make our scheduled payment on
          October 30, 2005 and are in default of this note and we have issued
          the 100,000 shares.

     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
          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. This note has not been repaid and the
          shares have not yet been issued.


                                       29
<PAGE>


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

     None.

ITEM 5. OTHER INFORMATION.

     None.



                                       30
<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 Dated November 13, 2005.

          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 Dated
               November 13, 2005.



                                       31
<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: November 13, 2005           /s/ Jacques Tizabi
                                  ----------------------------------------------
                                  By:      Jacques Tizabi
                                  Its:     President, Chief Executive Officer
                                           and Chairman of the Board