**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**


(Mark
      One)





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


For
      the
      quarterly period ended September
      30, 2005





o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                  ACT


For
      the
      transition period from ___________to_______________





Commission
      file number _______________________________





TASKER
      CAPITAL CORP.


(Exact
      name of small business issuer as specified in its charter)





Nevada
            88-0426048(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)


39
      Old
      Ridgebury Road-Suite 14, Danbury, CT 06810-5116


(Address
      of principal executive offices)






(203)
      730-4350


(Issuer’s
      telephone number)









(Former
      name, former address and former fiscal year, if changed since last
      report)








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





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


**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes o No
o





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 89,167,095 shares of Common stock as of
      November 14, 2005.





Transitional
      Small Business Disclosure Format (Check one): Yes o No
x








**PART
      I — FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





Our
      condensed consolidated financial statements are stated in United States Dollars
      and are prepared in accordance with United States Generally Accepted Accounting
      Principles.




**TASKER
      CAPITAL CORP. AND
      SUBSIDIARIES**


**(A
      Development Stage
      Company)**




**CONDENSED
      CONSOLIDATED BALANCE
      SHEET**


**September
      30, 2005**


**(Unaudited)**


**ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              **$**
              **6,011,865**Accounts
                  receivable, net
              
              
              **1,469,723**Notes
                  receivable
              
              
              **1,584,375**Inventories
              
              
              **1,860,062**Prepaid
                  expenses
              
              
              **116,313**Prepaid
                  commissions
              
              
              **200,000**Total
                  current assets
              
              
              **11,242,338**Property
                  and equipment, net
              
              
              **1,469,852**Investment
                  in equity investee
              
              
              **703,072**Intangible
                  assets, net
              
              
              **56,544,675**Goodwill
              
              
              **6,404,030**Deposit,
                  net
              
              
              **33,626****$**
              **76,397,593****LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Convertible
                  debentures
              
              **$**
              **195,000**Accounts
                  payable
              
              
              **2,466,374**Notes
                  payable - acquisition of IRL
              
              
              **445,840**Other
                  accrued liabilities
              
              
              **950,850**Total
                  current liabilities
              
              
              **4,058,064**Long-term
                  liabilities:Notes
                  payable - shareholders
              
              
              **435,478**Notes
                  payable - acquisition of IRL
              
              
              **1,300,367**Total
                  long-term liabilities
              
              
              **1,735,845**Stockholders'
                  equity:Common
                  stock, $0.001 par value; authorized 300,000,000 shares; issued
                  and
                  outstanding 87,967,095
              
              
              **87,967**Additional
                  paid-in capital
              
              
              **89,259,829**Deficit
                  accumulated during the development stage
              
              
              **(18,744,112**
              **)**Total
                  stockholders' equity
              
              
              **70,603,684****$**
              **76,397,593**


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






-2-


**TASKER
        CAPITAL CORP. AND
        SUBSIDIARIES**
 **(A
        Development Stage
        Company)**
  **CONDENSED
        CONSOLIDATED STATEMENTS OF
        OPERATIONS**
 **(Unaudited)**


**THREE
                  MONTHS ENDED SEPTEMBER 30,**
              
              **NINE
                  MONTHS ENDED SEPTEMBER 30,**
              
              **INCEPTION**
                **May
                  13, 1996 TO**
                **SEPTEMBER
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005****Revenues**
              
              $
              1,446,285
              
              $
              –
              
              $
              1,751,553
              
              $
              –
              
              $
              1,751,553**Cost
                  of Goods Sold**
              
              
              415,326
              
              
              –
              
              
              525,313
              
              
              –
              
              
              525,313**Gross
                  Profit**
              
              
              1,030,959
              
              
              –
              
              
              1,226,240
              
              
              –
              
              
              1,226,240**Expenses**Management
              
              
              1,605,231
              
              
              182,283
              
              
              3,755,067
              
              
              353,117
              
              
              4,845,625Office
                  related
              
              
              284,947
              
              
              22,483
              
              
              542,185
              
              
              49,097
              
              
              722,076Professional
                  and Consulting
              
              
              1,009,655
              
              
              297,543
              
              
              4,507,814
              
              
              871,339
              
              
              6,277,536Stock
                  Based Compensation
              
              
              
              
              
              86,000
              
              
              484,000
              
              
              346,000
              
              
              1,415,935Product
                  Development
              
              
              120,220
              
              
              37,449
              
              
              214,460
              
              
              64,424
              
              
              421,004Marketing
              
              
              442,681
              
              
              163,654
              
              
              766,918
              
              
              219,831
              
              
              1,096,467Filing
                  and Stock transfer
              
              
              17,720
              
              
              2,844
              
              
              37,354
              
              
              40,771
              
              
              303,561Depreciation
                  and Amortization
              
              
              1,145,053
              
              
              6,053
              
              
              1,181,972
              
              
              13,045
              
              
              1,224,458Insurance
              
              
              135,319
              
              
              –
              
              
              213,834
              
              
              2,146
              
              
              213,834Selling
              
              
              17,544
              
              
              –
              
              
              41,966
              
              
              –
              
              
              41,965Miscellaneous
              
              
              74,318
              
              
              –
              
              
              161,915
              
              
              5,633
              
              
              315,179**Total
                  Expenses**
              
              
              **4,852,688**
              
              
              **798,309**
              
              
              **11,907,485**
              
              
              **1,965,403**
              
              
              **16,877,640****Loss
                  From Operations**
              
              
              **(3,821,729**
              **)**
              
              **(798,309**
              **)**
              
              **(10,681,245**
              **)**
              
              **(1,965,403**
              **)**
              
              **(15,651,400**
              **)**Other
                  Income (Expense):Interest
                  expense
              
              
              (11,767
              )
              
              (1,754,348
              )
              
              (76,762
              )
              
              (2,607,335
              )
              
              (2,942,253
              )Loss
                  on equity investee
              
              
              (4,453
              )
              
              –
              
              
              (14,928
              )
              
              –
              
              
              (14,928
              )Other
              
              
              (111,908
              )
              
              –
              
              
              (173,908
              )
              
              –
              
              
              (135,531
              )**Total
                  Other Expense, net**
              
              
              **(128,128**
              **)**
              
              **(1,754,348**
              **)**
              
              **(265,598**
              **)**
              
              **(2,607,335**
              **)**
              
              **(3,092,712**
              **)****Net
                  Loss**
              
              **$**
              **(3,949,857**
              **)**
              **$**
              **(2,552,657**
              **)**
              **$**
              **(10,946,843**
              **)**
              **$**
              **(4,572,738**
              **)**
              **$**
              **(18,744,112**
              **)****Net
                  Loss Per Common Share, basic and diluted**
              
              **$**
              **(0.05**
              **)**
              **$**
              **(0.11**
              **)**
              **$**
              **(0.16**
              **)**
              **$**
              **(0.26**
              **)**
              **$**
              **(1.11**
              **)****Weighted
                  Average Common Shares Outstanding, basic and
                  diluted**
              
              
              **82,152,428**
              
              
              **24,035,013**
              
              
              **68,316,307**
              
              
              **17,809,412**
              
              
              **16,830,208**


The
        accompanying notes are an integral part of these
        condensed consolidated financial statements
    -3-




**TASKER
        CAPITAL CORP. AND
        SUBSIDIARIES**
 **(A
        Development Stage
        Company)**
  **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH
        FLOWS**
 **(Unaudited)**


**NINE
                  MONTHS ENDED SEPTEMBER 30,**
              
              **INCEPTION**
                **May
                  13, 1996 TO September 30,****2005**
              
              **2004**
              
              **2005****Cash
                  flows from operating activities:**Net
                  loss
              
              $
              (10,946,843
              )
              $
              (4,572,738
              )
              
              (18,744,112
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              1,181,972
              
              
              13,045
              
              
              1,224,458Noncash
                  interest
              
              
              55,463
              
              
              2,135,568
              
              
              2,802,658Stock
                  based compensation
              
              
              484,000
              
              
              346,000
              
              
              1,415,935Loss
                  on equity investee
              
              
              14,928
              
              
              –
              
              
              14,928Common
                  stock, warrants and options for services
              
              
              2,890,373
              
              
              345,000
              
              
              3,575,887Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (1,384,365
              )
              
              –
              
              
              (1,384,365
              )Inventories
              
              
              (1,719,218
              )
              
              –
              
              
              (1,819,016
              )Prepaid
                  expenses
              
              
              (297,030
              )
              
              (346,800
              )
              
              (739,362
              )Prepaid
                  commissions
              
              
              (75,000
              )
              
              –
              
              
              (200,000
              )Accounts
                  payable
              
              
              2,292,269
              
              
              76,688
              
              
              2,564,342Accrued
                  royalties
              
              
              –
              
              
              –
              
              
              (70,000
              )Other
                  accrued liabilities
              
              
              190,287
              
              
              (55,000
              )
              
              739,233Net
                  cash used in operating activities
              
              
              (7,313,164
              )
              
              (2,058,237
              )
              
              (10,619,414
              )**Cash
                  flows from investing activities:**Cash
                  payments made as part consideration for assets acquired
              
              
              (2,460,189
              )
              
              –
              
              
              (2,460,189
              )Purchases
                  of property and equipment
              
              
              (627,539
              )
              
              (88,579
              )
              
              (742,432
              )Advances
                  pursuant to notes
              
              
              (3,551,045
              )
              
              103,898
              
              
              (4,143,310
              )Purchase
                  of license
              
              
              –
              
              
              –
              
              
              (160,000
              )Investment
                  in equity investee
              
              
              (718,000
              )
              
              –
              
              
              (718,000
              )Payments
                  for deposits and other
              
              
              (17,860
              )
              
              –
              
              
              (41,580
              )Net
                  cash provided by (used in) investing activities
              
              
              (7,374,633
              )
              
              15,319
              
              
              (8,265,511
              )**Cash
                  flows from financing activities:**Proceeds
                  from private placements, net
              
              
              6,434,599
              
              
              617,533
              
              
              21,049,936Proceeds
                  from convertible debentures, net
              
              
              –
              
              
              2,447,674
              
              
              2,065,532Proceeds
                  from other notes payable, net
              
              
              –
              
              
              –
              
              
              524,850Exercise
                  of warrants/options
              
              
              224,750
              
              
              –
              
              
              1,392,300Repayments
                  on note payable - IRL
              
              
              (185,766
              )
              
              –
              
              
              (185,766
              )Other
              
              
              774
              
              
              137,020
              
              
              49,938Net
                  cash provided by financing activities
              
              
              6,474,357
              
              
              3,202,227
              
              
              24,896,790**Net
                  increase (decrease) in cash and cash equivalents**
              
              
              (8,213,440
              )
              
              1,159,309
              
              
              6,011,865**Cash
                  and cash equivalents, beginning of period**
              
              
              14,225,305
              
              
              33,479**Cash
                  and cash equivalents, end of period**
              
              $
              6,011,865
              
              $
              1,192,788
              
              $
              6,011,865**Supplemental
                  disclosures of cash flow information:**Interest
                  paid
              
              $
              132,795
              
              $
              –
              
              $
              176,312**Supplemental
                  disclosures of noncash investing and financing
                  activities:**Conversion
                  of debt and accrued interest into common stock
              
              $
              291,930
              
              $
              –
              
              $
              2,480,883Warrants
                  issued and embedded conversion feature associated with debt
                  financing
              
              $
              –
              
              $
              2,447,674
              
              $
              2,184,600Warrants
                  issued for license
              
              $
              –
              
              $
              –
              
              $
              42,344The
                  following schedule summarizes the acquisition of the certain assets
                  of the
                  Selling Companies included in the condensed consolidated statement
                  of cash
                  flows as cash paid for acquisition of the assets of the Selling
                  Companies:Fair
                  value of assets acquired
              
              $
              65,019,131Cash
                  paid
              
              
              (1,428,000
              )Common
                  stock issued
              
              
              (56,977,164
              )Note
                  issued
              
              
              (1,931,973
              )Notes
                  cancelled
              
              
              (2,542,631
              )Acquisition
                  costs
              
              
              (1,420,840
              )Liabilities
                  assumed
              
              $
              718,523


The
        accompanying notes are an integral part of these
        condensed consolidated financial statements
 -4-
  **TASKER
          CAPITAL CORP. AND
          SUBSIDIARIES**
 **(A
            Development Stage
            Company)**
  **NOTES
            TO CONDENSED CONSOLIDATED FINANCIAL
            STATEMENTS**
 **(Unaudited)**
  
 **1.**
                    **NATURE
                        OF OPERATIONS AND
                        LIQUIDITY**
 
 Tasker
          Capital Corp. and its subsidiaries (collectively, “the Company” or “Tasker”)
          manufactures, distributes and markets products using a patented process
          (the
“pHarlo technology”) that utilizes a solution that enables copper sulfate, a
          compound with bacteriostatic properties, to remain active throughout a
          wide
          range of pH values. The Company currently markets Close CallTM, an oral hygiene
          breath drink, and UnifreshTM Footbath, a grooming aid for dairy cows. The Company
          has begun the in-plant commercial verification process for United States
          Department of Agriculture approval to use the pHarlo technology in the
          scalder
          process of poultry processing. The Company is in the process of conducting
          tests
          of the pHarlo technology in other pre- and post-harvest food processing
          applications including seafood and water treatment uses. The Company is
          also in
          various stages of developing future product lines using the pHarlo technology
          in
          the skin care and pet product industries. As a result of the acquisition
          by the
          Company of certain assets of pHarlo Citrus Technologies, Inc. (“PCTI”), Indian
          River Labs, LLC (“IRL”), pHarlo Citrus Properties Partnership, LLLP (“PCPP”),
          and Coast to Coast Laboratories, LLC (“C2C”, and together with PCTI, PCPP and
          IRL, the “Selling Companies”) in July 2005 (see Note 6), the Company now owns
          the utility patent applications and provisional patent applications associated
          with the pHarlo technology in the Company’s field of use, and has entered into a
          new sub-license agreement for the base patents associated with the pHarlo
          technology.
 
 The
          Company is in the development stage; therefore, recovery of its assets
          is
          dependent upon future events, the outcome of which is indeterminable.
 
 As
          of September
          30, 2005 ,
          the
          Company had approximately $6.0 million in cash and cash equivalents and
          a
          current ratio of approximately 2.8-to-1.  Based upon management’s current
          twelve month forecast of future revenues from its product lines, the
          Company believes that cash on hand and cash expected to be generated from
          operations will provide adequate flexibility for funding the Company’s working
          capital over the next twelve months.  As with all business forecasts,
          management’s current assessment of future revenues is based upon its assumptions
          and expectations.  Future market trends for its products may not
          develop as
          management has predicted, and regulatory approvals required to market products
          as the Company currently plans may not be obtained, and, in the future,
          the
          Company may find that its cash on hand and cash from operations is not
          sufficient to fund existing operations or new opportunities may present
          themselves over the course of the next twelve months, in which case the
          Company
          may find that its cash on hand and cash from operations is not sufficient.
          Such
          changes may, or may not, require it to seek additional outside funding
          and, if
          required, there can be no assurance that suitable outside financing will
          be
          available to the Company.
  **2.**
                **UNAUDITED
                    INTERIM STATEMENTS**
 
 The
          accompanying condensed consolidated financial statements of the Company
          for the
          three and nine month periods ended September 30, 2005 and 2004 are unaudited
          and
          reflect all adjustments of a normal and recurring nature to present fairly
          the
          consolidated financial position, results of operations and cash flows for
          the
          interim periods.  These unaudited condensed, consolidated financial
          statements have been prepared by the Company pursuant to the instructions
          to
          Form 10-QSB.  Pursuant to such instructions, certain financial information
          and footnote disclosures normally included in such financial statements
          have
          been condensed or omitted.
   -5-
  **TASKER
            CAPITAL CORP. AND
            SUBSIDIARIES**
 **(A
              Development Stage
              Company)**
  **NOTES
              TO CONDENSED CONSOLIDATED FINANCIAL
              STATEMENTS**
 **(Unaudited)**
  These
          unaudited condensed consolidated financial statements should be read in
          conjunction with the audited consolidated financial statements of the Company
          and notes thereto, together with management’s discussion and analysis or plan of
          operations, contained in the Company’s Annual Report on Form 10-KSB for the year
          ended December 31, 2004. The results of operations for the three
          and nine
          month periods ended September 30, 2005 are not necessarily indicative of
          the
          results that may occur for the year ending December 31, 2005.
 
 
 **3.**
                    **SELECTED
                        ACCOUNTING POLICIES AND RECENT ACCOUNTING
                        PRONOUNCEMENTS**
 
 **Development
          Stage Company**
 
 The
          Company is a development stage company as defined in Statement of Financial
          Accounting Standards (“SFAS”) No. 7. The Company is devoting substantially all
          of its present efforts to establish a new business and with the exception
          of its
          brand Close CallTM and UnifreshTM Footbath, neither of which have produced
          significant revenues, none of its planned principal operations have commenced
          as
          of September 30, 2005. All losses accumulated since inception have been
          considered as part of the Company's development stage activities.
 
 **Stock
          Based Compensation**
 
 As
          allowed by SFAS No. 123. “Accounting for Stock-Based Compensation” (amended by
          SFAS No. 148), the Company has elected to measure stock-based compensation
          expense using the intrinsic value method prescribed by Accounting Principles
          Board (“APB”) No. 25 and provide disclosure-only provisions of SFAS No. 123.
          Accordingly, compensation expense for stock options is measured as the
          excess,
          if any, of the quoted market price of the Company’s common stock at the date of
          the grant over the exercise price an employee or director must pay to acquire
          stock. If the Company had determined compensation expense based on the
          fair
          value using the Black-Scholes option pricing model at the grant dates consistent
          with SFAS Nos. 123 and 148, the pro forma effect on the Company’s net loss and
          net loss per common share would have been the following for the three and
          nine
          month periods ended September 30, 2005 and 2004 and the period of inception,
          May
          13, 1996 to September 30, 2005:
 
 **Three
                    Months Ended September 30,****2005**
                
                **2004**Net
                    loss, as reported (See Note 5)
                
                $
                (3,949,857
                )
                $
                (2,552,657
                )Add:
                    Stock based compensation included in net loss, as reported
                
                
                –
                
                
                86,000Less:
                    Stock based compensation expense determined under the fair value
                    method
                
                
                (989,381
                )
                
                (579,016
                )Net
                    loss, pro-forma
                
                $
                (4,939,238
                )
                $
                (3,045,673
                )Basic
                    and diluted loss per share, as reported
                
                $
                (0.05
                )
                $
                (0.11
                )Basic
                    and diluted loss per share, pro-forma
                
                $
                (0.06
                )
                $
                (0.13
                )
  
 -6-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
   **Nine
                    Months Ended September 30,****2005**
                
                **2004**
                
                **Since
                    Inception**Net
                    loss, as reported (See Note 5)
                
                $
                (10,946,843
                )
                $
                (4,572,738
                )
                $
                (18,744,112
                )Add:
                    Stock based compensation included in net loss, as reported
                
                
                484,000
                
                
                346,000
                
                
                1,415,935Less:
                    Stock based compensation expense determined under the fair value
                    method
                
                
                (3,664,893
                )
                
                (1,514,952
                )
                
                (6,566,643
                )Net
                    loss, pro-forma
                
                $
                (14,127,736
                )
                $
                (5,741,690
                )
                $
                (23,894,820
                )Basic
                    and diluted loss per share, as reported
                
                $
                (0.16
                )
                $
                (0.26
                )
                $
                (1.11
                )Basic
                    and diluted loss per share, pro-forma
                
                $
                (0.21
                )
                $
                (0.32
                )
                $
                (1.42
                )
 
 The
          following assumptions were applied in determining stock based compensation
          expense under the fair value method:
 
 **2005**
                
                **2004**Risk-free
                    interest rate
                
                2.10
                    - 3.44%
                
                3.25%Expected
                    option term
                
                2.5
                    - 5 years
                
                2.5
                    - 3 yearsExpected
                    price volatility
                
                140
                    - 197%
                
                197%Dividend
                    yield
                
                –
                
                –
 
 
 **Basic
          and Diluted Loss Per Common Share**
 
 Basic
          loss per common share is computed by dividing net loss available to common
          stockholders by the weighted average number of common shares outstanding.
          Diluted loss per common share is computed similar to basic loss per common
          share
          except that the denominator is increased to include common stock equivalents.
          The Company’s common stock equivalents currently include stock options,
          convertible debentures and warrants. Unexercised stock options and warrants
          to
          purchase common stock and debentures convertible into common stock as of
          September 30, 2005 are as follows:
 Options
                
                
                18,374,999Warrants
                
                
                8,561,120Convertible
                    Debentures
                
                
                2,100,00029,036,119
   -7-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
 The
          foregoing common stock equivalents were excluded from the calculation of
          net
          loss per common share because the inclusion of any additional shares would
          be
          antidilutive.
 
 **Goodwill
          and Intangible Assets**
 
 Identifiable
          intangible assets, primarily patents, are being amortized
          over the
          remaining useful life of the patents of approximately 11 years. For the
          period
          ending September 30, 2005, the Company has amortized approximately $1.1
          million
          related to the patents. Estimated amortization expense for each of the
          succeeding five years is approximately $5.2 million per annum.
 
 Goodwill,
          recognized in connection with the acquisition of certain assets of the
          Selling
          Companies in July 2005, will not be amortized; rather goodwill will be
          subject
          to at least annual assessment for impairment applying a fair-value based
          test.
          The Goodwill amount of approximately $6,404,000 will be amortized over
          15 years
          for tax purposes. The total amount is expected to be deductible
          for tax
          purposes.
 
 **Reclassifications**
 
 Certain
          prior period amounts have been reclassified to conform to the 2005
          presentation.
 
 **Recent
          Accounting Pronouncements**
 
 In
          December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
          123(R), “Accounting for Stock-Based Compensation (Revised).” SFAS No. 123(R)
          supersedes APB No. 25 and its related implementation guidance. SFAS No.
          123(R)
          establishes standards for the accounting for transactions in which an entity
          exchanges its equity instruments for goods or services. It also addresses
          transactions in which an entity incurs liabilities in exchange for goods
          or
          services that are based on the fair value of the entity’s equity instruments or
          that may be settled by the issuance of those equity instruments. SFAS No.
          123(R)
          focuses primarily on accounting for transactions in which an entity obtains
          employee services in share-based payment transactions. SFAS No. 123(R)
          requires
          a public entity to measure the cost of employee services received in exchange
          for an award of equity instruments based on the grant-date fair value of
          the
          award (with limited exceptions). That cost will be recognized over the
          period
          during which an employee is required to provide service in exchange for
          the
          award (usually the vesting period). No compensation costs are recognized
          for
          equity instruments for which employees do not render the requisite service.
          The
          grant-date fair value of employee share options and similar instruments
          will be
          estimated using option-pricing models adjusted for the unique characteristics
          of
          those instruments (unless observable market prices for the same or similar
          instruments are available). If an equity award is modified after the grant
          date,
          incremental compensation cost will be recognized in an amount equal to
          the
          excess of the fair value of the modified award over the fair value of the
          original award immediately before the modification.
   -8-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
 
 The
          Company currently utilizes the Black-Scholes option pricing model to measure
          the
          fair value of stock options granted to employees. While SFAS No. 123(R)
          permits
          entities to continue to use such a model, it also permits the use of a
“lattice”
          model. The Company expects to continue using the Black-Scholes option pricing
          model upon adoption of SFAS No. 123(R) to measure the fair value of stock
          options.
  Once
          adopted this statement will have the effect of reducing net income and
          income
          per share as compared to what would be reported under the current requirements.
          These future amounts cannot be precisely estimated because they depend
          on, among
          other things, the number of options issued in the future, and accordingly,
          the
          Company has not determined the impact of adoption of this statement on
          its
          results of operations.
  In
          November 2004, the FASB issued SFAS No. 151, “Inventory Costs-an amendment of
          ARB No. 43, Chapter 4”. SFAS No. 151 has been issued to clarify the accounting
          for abnormal amounts of idle facility expense, freight, handling costs,
          and
          wasted material (spoilage), which requires that those items be recognized
          as
          current-period charges regardless of whether they meet the criterion of
“so
          abnormal.” In addition, SFAS No. 151 requires that allocation of fixed
          production overheads to the costs of conversion be based on the normal
          capacity
          of the production facilities. Management of the Company does not believe
          the
          effects of SFAS No. 151 will have a material effect on the consolidated
          financial statements, as the Company has not incurred any inventory costs
          that
          meet the definition of “so abnormal.”
 
 **4.**
                    **STOCKHOLDERS’
                        EQUITY**
 
 In
          December 2004, the Company completed the private placement of 9,406,250
          shares
          of its common stock with several accredited investors for an aggregate
          purchase
          price of $15,050,000 or $1.60 per share. The common shares related to this
          private placement were issued in 2005.
 
 In
          February 2005, a secured promissory note holder exchanged his note in the
          amount
          of $49,950, plus interest and services rendered over the past two years
          for,
          32,272 restricted common shares at $1.65, or $2.30 less than the market
          value of
          the stock on the date of the exchange. In connection with the exchange,
          the
          Company recognized approximately $74,000 of consulting fees during the
          nine
          month period ended September 30, 2005.
 
 In
          July
          2005, the Company executed an Asset Purchase Agreement whereby the Company
          issued 18,992,388 shares of its common stock valued at $56,977,164.
 
 In
          September 2005, the Company completed the private placement of 2,947,545
          shares
          of its common stock with several accredited investors for an aggregate
          purchase
          price of approximately $6,485,000 or $2.20 per share. As part of the private
          placement, the Company also issued 1,473,769 warrants to purchase the Company’s
          common stock at $3.00 per share.
   -9-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
 During
          the nine month period ended September 30, 2005, stockholders' equity was
          also
          increased as a result of (i) the issuance of options for vendor services
          of
          approximately $2.8 million, (ii) employee stock-based compensation of
          approximately $484,000, (iii) the conversion of approximately $242,000
          of
          convertible debentures and accrued interest into approximately 4,090,000
          shares
          of common stock and (iv) the exercise of approximately 3.6 million options
          and
          warrants generating cash proceeds of approximately $225,000.
  **5.**
                    **RESTATEMENT
                        OF CERTAIN TRANSACTIONS AS OF SEPTEMBER 30, 2004 AND FOR
                        THE THREE AND
                        NINE MONTH PERIODS THEN
                        ENDED**
 
 In
          connection with the audit of the Company’s consolidated financial statements as
          of and for the year ended December 31, 2004, the Company recorded adjustments
          to
          account for certain 2004 transactions. These adjustments impact the 2004
          net
          loss as previously reported in the Company’s Form 10-QSB for the quarterly
          period ended September 30, 2004, filed on November 15, 2004. On September
          30,
          2005, the Company filed a restatement of the unaudited consolidated financial
          statements for the quarterly period ended September 30, 2004 on Form 10-QSB/A.
          The accompanying 2004 condensed consolidated statement of operations is
          as filed
          on September 30, 2005.
 
 **6.**
                **ACQUISITION
                    OF PHARLO ASSETS**
 
 On
          July
          15, 2005, the Company executed an Asset Purchase Agreement with the Selling
          Companies whereby the Company purchased all of the functional assets of
          the
          Selling Companies that relate to the Company’s product lines and fields of use,
          including, but not limited to, utility patent applications, equipment,
          inventories and existing contracts. The purchase price of approximately
          $64.3
          million includes (i) 18,992,388 shares of the Company’s common stock valued
          at approximately $56.98 million (or approximately $3.00 per share which
          is based
          upon the average closing market price of the Company’s common stock for the
          seven day period following the announcement of the completed acquisition),
          (ii) a 3.4% promissory note in the amount of $1,931,973 (payable
          in equal
          bi-weekly principal installments of $37,153, plus interest, through July
          2007),
          (iii) cash of $1,428,000, (iv) estimated acquisition costs of $1,420,840
          and (v)
          cancelled promissory notes totaling $2,542,631 issued to the Company by
          the
          Selling Companies and by certain equity holders of the Selling Companies (see
          Note
          7a) .
 
 In
          addition to the sale of the acquired assets, and subject to certain conditions,
          the Selling Companies have also agreed to cause Phitex Ltd. LLLP ("Phitex")
          (the
          direct one hundred percent owner of the sole and exclusive licensee of
          the base
          patents) to issue to the Company 19.9% of the then total outstanding equity
          interests of Phitex on a fully diluted basis. This would allow the Company
          to
          share in the monetary benefits derived by Phitex from any transaction between
          the sole and exclusive licensee of the base patents and an unaffiliated
          third
          party pursuant to which that third party acquires rights to exploit the
          base
          patents outside the Company’s fields of use. No effect, if any, related to this
          potential acquisition has been included in the allocation of the purchase
          price.
 
 The
          acquisition was accounted for as a business combination in accordance with
          SFAS
          No. 141 "Business Combinations" and accordingly, the tangible and intangible
          assets acquired have been recorded at their estimated fair values as of
          the date
          of the acquisition. The allocations of fair value are based upon preliminary
          estimates and assumptions. The final allocation of the purchase price,
          including
          the value and classification of intangible assets and their respective
          amortization periods, is pending completion of a valuation of the assets
          acquired. Revisions
          to the fair values, which may be significant, will be recorded by the Company
          as
          further adjustments to the purchase price allocations.
   -10-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
 Components
          of the estimated purchase price and the estimated allocation thereof are
          as
          follows:
 Property
                    and equipment
                
                $
                824,000Other
                    assets
                
                
                155,000Other
                    liabilities
                
                
                (719,000
                )Net
                    assets acquired
                
                
                260,000Estimated
                    identifiable intangible assets acquired
                
                
                57,636,000Estimated
                    goodwill
                
                
                6,404,000Total
                    cost of acquisition
                
                $
                64,300,000
 
 The
          results of operations of the Selling Companies have been included in the
          Company’s Condensed Consolidated Statement of Operations since the acquisition
          date.
 
 The
          following proforma information gives effect to the acquisition as if it
          had
          occurred on the first day of each of the periods ended September 30, 2005
          and
          2004:
 
 Three
                    Months Ended Sept 30
                
                Nine
                    Months Ended Sept 302005
                
                2004
                
                2005
                
                2004Total
                    revenues
                
                $
                1,446,285
                
                $
                –
                
                $
                1,888,235
                
                $
                –Net
                    loss
                
                
                (4,190,823
                )
                
                (3,050,125
                )
                
                (11,932,857
                )
                
                (5,538,441
                )Loss
                    per share, basic and diluted
                
                $
                (0.05
                )
                $
                (0.13
                )
                $
                (0.17
                )
                $
                (0.29
                )
 
 
 **7.**
                **OTHER
                    ITEMS**
 
 **(a)**
                **Advances
                    to PCTI, PCTI-related entities and
                    others**
 
 During
          the nine month period ended September 30, 2005, pursuant to a series of
          loan
          agreements, the Company loaned an additional $2,600,703 (including $136,000
          paid
          to a vendor on behalf of PCTI). The loans bore an interest rate at 7% per
          annum
          (0% for the first six months) and had terms of 1 year. The loans represented
          cash advances against bonus payments due under the then contemplated acquisition
          (see Note 6) to the principals of the Selling Companies supported by the
          following promissory notes: January 9, 2005 note with Barry Cummins-$250,000;
          January 3, 2005 note with David Creasey-$100,000; March 1, 2005 note with
          David
          Creasey-$150,000; January 10, 2005 note with David Dickinson-$100,000 and
          March
          4, 2005 note with David Dickinson-$150,000. In addition, three $100,000
          loans and one $75,000 loan was advanced to PCPP as promissory notes on
          January
          20, 2005, February 15, 2005, March 7, 2005 and March 31, 2005 each loan
          representing working capital to the pHarlo group of companies to build
          out and
          fund their manufacturing facilities and one $100,000 loan to C2C on March
          3,
          2005. On March 28, 2005 the Company advanced to David Creasey, one of the
          principals of IRL, $625,000 evidenced by a promissory note. During the
          second
          quarter of 2005, the Company made the following advances in the form of
          promissory notes to PCPP as working capital until the acquisition was finalized:
          April 20, 2005-$100,000, May 19, 2005-$50,000, June 14, 2005-$50,000. Similarly,
          the Company made the following advances in the form of promissory notes
          to C2C
          as working capital until the acquisition was finalized: May 25, 2005-$25,000
          and
          June 29, 2005-$15,000. In addition, the Company made the following advances
          in
          the form of promissory notes to PCTI as working capital until the acquisition
          was finalized: May 11, 2005-$62,114, May 27, 2005-$100,000, June 2,
          2005-$20,000, June 14, 2005-$52,816, June 27, 2005-$52,005. On June 29,
          2005 the
          Company advanced $20,000 to IRL in the form of promissory notes, as working
          capital until the acquisition was finalized. On July 6, 2005 the Company
          advanced $12,500 to PCPP in the form of promissory notes, as working capital
          until the acquisition was finalized. On July 12, 2005 the Company advanced
          $55,268 to PCT in the form of promissory notes, as working capital until
          the
          acquisition was finalized. All of the above loans issued during 2005 were
          cancelled on July 15, 2005 upon the completion of the acquisition of the
          pHarlo
          assets, with the exception of the March 28, 2005 note with David Creasey
          in the
          amount of $625,000.
  -11-
  **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
 In
          February 2005 and April 2005, the Company advanced an aggregate of $320,000
          and
          $620,000, respectively, towards the contemplated acquisition of an additional
          73% of Biofilm Strategies Corporation (“Biofilm”), a company which is developing
          a technology that is syneigistic to Tasker’s products and applications. Through
          an April 27, 2005 stock purchase agreement, the Company currently owns
          a 27%
          interest in Biofilm (See Note 7c). The parties continue to negotiate the
          terms
          of the acquisition. There can be no assurance that the acquisition will
          close.
          Should the acquisition not close, the Company will seek the repayment of
          the
          funds advanced.
 
 **(b)**
                **Inventories**
 
 Inventories
          consisted of the following at September 30, 2005:
 Raw
                    Materials
                
                $
                746,952Finished
                    Goods
                
                
                1,113,110$
                1,860,062
 
 **(c)**
                **Investment
                    in Equity Investee**
 
 In
          April
          2005, the Company purchased from Electric Aquagenies Unlimited, Inc. 359,000
          common shares of Biofilm, representing 27% of Biofilm’s outstanding common
          stock, for cash consideration of $718,000. Further, the Company advanced
          an
          additional $620,000 to the owners of the remaining 73% of Biofilm’s common
          stock, in addition to the Company’s initial advance of $320,000 in February
          2005. The parties continue to negotiate the terms of the acquisition. There
          can
          be no assurance that the acquisition will close. Should the acquisition
          not
          close, the Company will seek the repayment of the funds advanced. The Company
          accounts for this investment under the equity method of accounting. Under
          the
          equity method of accounting, the investment is recorded at cost and is
          adjusted
          by the Company’s share of undistributed earnings or losses.
  Tasker
          believes that its 27% interest in BioFilm is a
          significant variable interest, as defined by FIN 46(R) “*Consolidation of
          Variable Interest Entities*”, however Tasker believes that they are
          currently not the primary beneficiary of BioFilm and thus would not be
          required
          to consolidate the accounts of BioFilm. Tasker's management believes that
          Tasker’s maximum exposure to loss as a result of its involvement with BioFilm
          is
          limited to its initial investment of $718,000.
  -12-
 **TASKER
              CAPITAL CORP. AND
              SUBSIDIARIES**
 **(A
                Development Stage
                Company)**
  **NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL
                STATEMENTS**
 **(Unaudited)**
  
 **(d)**
                **Lease**
 
 On
          April
          19, 2005, the Company entered into a five year lease effective May 1, 2005
          to
          lease executive office space at Corporate Center, 39 Old Ridgebury Road-Suite
          14, Danbury, CT 06817 at an annual base rent of $173,660, subject to modest
          annual increases thereafter. On May 1, 2005, the Company relocated to this
          address.
 
 **(e)**
                **Agreement
                    Default**
 
 On
          April
          30, 2005, the prospectuses relating to resales of the Company’s stock by
          h olders
          of
          securities who purchased in the April 2004 and July 2004 private placements
          became stale. As a result, certain stockholders could not sell their shares
          pursuant to these registration statements. This caused the Company to be
          in
          default of its obligations under the Registration Rights Agreements entered
          into
          as part of the April 2004 and July 2004 private placements. This default
          caused
          contractual payments to become immediately due and payable to certain
          stockholders. As of September 30, 2005, the Company accrued a $174,000
          liability
          associated with this event. The Company filed an amendment to these registration
          statements during the third quarter of 2005. The Securities and Exchange
          Commission declared the Registration Statements effective on November 2,
          2005.
 
 **8.**
                **SUBSEQUENT
                    EVENTS**
  **(a)**
                **Subsequent
                    common stock issuances**
  Through
          November 14, 2005, the Company issued an additional 1.2 million common
          shares in
          connection with the exercise of warrants.
  **(b)**
                **Contingencies**
 
 On
          October 26, 2005, a civil action captioned "The BOC Group, Inc. v. Tasker
          Capital Corporation, Randy Cable, and Shaun Porter" was filed in the United
          States District Court for the District of Connecticut.  In the complaint,
          The BOC Group alleges that Mr. Porter and Mr. Cable, employees of Tasker,
          have
          breached certain nondisclosure obligations to The BOC Group and, as such,
          The
          BOC Group seeks unspecified monetary damages. The Company believes that
          the
          complaint is without merit and plans to vigorously defend the allegations
          made
          in the complaint.
 
 On
          November 1, 2005, Micro Laboratories, Inc. issued a press release describing
          a
          letter sent to Tasker alleging patent infringement. In response, Tasker
          publicly
          acknowledged that it was in receipt of the letter. Tasker believes that
          there is
          no basis for Micro Laboratories’ infringement claim, and, as such, believes that
          the allegations contained in the letter are completely without merit. Tasker
          has
          notified Micro Laboratories of its position. To date, Micro Laboratories
          has not
          instituted any formal proceedings against Tasker. If Micro Laboratories
          institutes formal proceedings against Tasker, Tasker plans to vigorously
          defend
          any such action, and in addition, plans to pursue any and all available
          legal
          remedies that Tasker may have against Micro Laboratories in connection
          with this
          matter.


-13-





**Item
      2. Management's Discussion and Analysis or Plan of Operation.**





The
      following discussion of our financial condition, changes in financial condition
      and results of operations for the three and nine months ended September 30,
      2005
      and 2004, should be read in conjunction with the unaudited consolidated
      financial statements contained elsewhere in this Form 10-QSB, the audited annual
      consolidated financial statements of Tasker Capital Corp. and the notes thereto
      contained in our Form 10-KSB for the year ended December 31, 2004 and the
      audited combined financial statements of the pHarlo Group and notes thereto
      contained in our Form 8-K filed on September 30, 2005. As used in this report,
      "we," "us," "our," "Tasker," and "the Company" refer to Tasker Capital Corp.
      and
      its subsidiaries, unless the context otherwise requires.





***General
      Overview***





Tasker
      is
      a manufacturer, distributor and marketer of products using a patented process,
      which we refer to as the "pHarlo technology," that utilizes a highly charged
      and
      acidified, yet stable and safe, solution that enables copper sulfate, a compound
      with bacteriostatic properties, to remain active throughout a wide range of
      pH
      values. The Company currently markets:


·
              Close
                  CallÔ,
                  an oral hygiene breath drink, and


·
            UnifreshÔFootbath, a grooming aid for dairy
                cows.





The
      Company is also in the process of developing several other products using the
      pHarlo technology. In August 2005, the Company began the in-plant commercial
      verification process for United States Department of Agriculture (“USDA”)
      approval to use the pHarlo technology in the scalder process of poultry
      processing. The Company is in the process of conducting tests of the pHarlo
      technology for other pre- and post-harvest food processing applications
      including seafood and water treatment uses. The Company is also in various
      stages of developing future product lines using the pHarlo technology in the
      skin care and pet product industries.





As
      a
      result of the acquisition by Tasker of certain assets of pHarlo Citrus
      Technologies, Inc. ("PCTI"), Indian River Labs, LLC ("IRL"), pHarlo Citrus
      Properties Partnership, LLLP ("PCPP"), and Coast-to-Coast Laboratories, LLC
      ("C2C") in July 2005 (the “2005 Acquisition”), Tasker now owns the utility
      patent applications and provisional patent applications associated with the
      pHarlo technology in the Company's field of use, and has entered into a new
      sub-license agreement for the base patents associated with the pHarlo
      technology.




***Results
      of Operations***





During
      the third quarter 2005, the Company substantially completed the integration
      of
      the assets acquired in the 2005 Acquisition. The unaudited financial statements
      as of and for the period ending September 30, 2005 contained in this Form 10-QSB
      reflect the operations of Tasker on a consolidated basis, which includes the
      assets acquired. As the 2005 Acquisition was completed in the third quarter
      of
      2005, the assets acquired are not included in the unaudited financial statements
      for the period ending September 30, 2004. In 2005, the Company also began
      selling Close
      Call Ô . As
      a
      result of these changes, our operating results for the three and nine months
      ended September 30, 2005 include several material changes as compared to the
      same periods in 2004. Below is a brief summary of these material changes.





Revenues
      for the three months ended September 30, 2005 were approximately $1.4 million
      compared with no revenue for the corresponding period in 2004. Revenues for
      the
      nine months ended September 30, 2005 were approximately $1.8 million compared
      with no revenue for the corresponding period in 2004. This increase in revenue
      was due primarily to revenue associated with sales of Unifresh Ô Footbath, a product we acquired in the 2005 Acquisition, and which contributed
      approximately $1.3 million in revenue for the three and nine months ended
      September 30, 2005, and with sales of Close
      Call Ô , which
      contributed approximately $100,000 and $500,000 in revenue for the three and
      nine months ended September 30, 2005, respectively.




-14-





Product
      development and marketing costs for the three and nine months ended September
      30, 2005 increased by approximately $362,000 and $697,000, respectively, over
      the same periods in 2004, primarily due to marketing research, branding and
      promotion for the Company’s Close Call Ô roll-out.





Management
      expenses for the three and nine months ended September 30, 2005 increased by
      approximately $1.4 million and $3.4 million, respectively, over the same periods
      in 2004, reflecting the addition of executive and senior management as well
      as
      management to oversee the oral care, food processing, skin care and pet product
      divisions.





Professional
      and consulting fees for the three and nine months ended September 30, 2005
      increased by approximately $712,000 and $3.6 million, respectively, over the
      same periods in 2004, due to non-cash charges of approximately $300,000 and
      $2.8
      million, respectively, for stock options issued to general business and
      investment relations consultants for services rendered, as well as amounts
      paid
      to legal counsel and human resources and other business consultants.





Amortization
      expense, which includes the amortization of identifiable intangible assets,
      increased by approximately $1.1 million and $1.2 million for the three and
      nine
      months ended September 30, 2005, respectively, as compared to the same periods
      in 2004. The increase in amortization was primarily due to the amortization
      of
      intellectual property acquired in the 2005 Acquisition. The intellectual
      property, predominately patent applications, has a current estimated value
      of
      approximately $57 million and is being amortized over 11 years. See note 6
      to
      the condensed consolidated financial statements.





Net
      interest expense decreased by approximately $1.7 million and $2.5 million for
      the three and nine months ended September 30, 2005, respectively, principally
      due to the one-time write off in September 2004 of approximately $1.7 million
      of
      debt discount caused by our default of certain covenants of the July 2004
      convertible debentures private placement and the one-time write off in June
      2004
      of approximately $800,000 of debt discount caused by our default of certain
      covenants of the April 2004 convertible debentures private placement.





The
      Company also recognized an expense of $484,000 for stock based compensation
      as a
      result of “in the money” stock options issued to employees during the nine month
      period ended September 30, 2005.





The
      Company incurred a net loss of approximately $3.9 million or $0.05 loss per
      basic share for the three months ended September
      30, 2005 compared
      to a net loss of approximately $2.6 million or $0.11 loss per basic share for
      the three months ended September 30, 2004. The Company incurred a net loss
      of
      approximately $10.9 million or $0.16 loss per basic share for the nine months
      ended September
      30, 2005 compared
      to a net loss of approximately $4.6 million or $0.26 loss per basic share for
      the nine months ended September 30, 2004. This increase in net loss of $1.4
      million and $6.4 million for the
      three
      and nine months ended September 30, 2005,
      respectively, over the same periods in 2004, was
      primarily due to the increases in operating expenses as described above, and
      was
      partially offset by the increase in revenues and decrease in net interest
      expense, also described above.




As
      of September
      30, 2005 ,
      the
      Company had a deficit accumulated during the development stage of approximately
      $18.7 million.





***Liquidity
      and Capital Resources***




Since
      its
      inception, the Company has funded operations and investing activities through
      the issuance of common stock and other financing activities.





Net
      cash
      used in operating activities during the nine months ended September 30, 2005
      was
      approximately $7.3 million.




-15-





Cash
      used
      in investing
      activities during the nine months ended September 30, 2005 was approximately
      $7.4 million, principally representing approximately $2.6 million in cash
      advances to PCTI, PCPP, IRL, C2C and principals
      of PCT I and IRL (including one payment paid directly to a vendor on behalf of PCTI), approximately
      $1.4 million in cash consideration for the 2005 Acquisition, approximately
      $1
      million in acquisition costs related to the 2005 Acquisition, approximately
      $1.7
      million in advances
      and investments in Biofilm Strategies Corporation (“Biofilm”), and approximately
      $628,000 used to purchase machinery and equipment.





During
      the nine month period ended September 30, 2005, the Company made cash
      advances in the
      aggregate amount of approximately $1.9 million to PCPP,
      C2C
      and principals of PCTI and IRL.
      The
      Company made
      cash
      advances in the
      aggregate amount of approximately $497,000 to PCTI,
      PCPP, IRL and C2C.  During
      the nine month period ended September 30, 2005, the Company advanced $12,500
      to
      PCPP and $55,268 to PCTI. All of the loans granted to PCTI, PCPP, IRL, C2C
      and
      principals of PCTI and IRL during the nine months ended September 30, 2005
      were
      cancelled on July 15, 2005 upon the completion of the 2005 Acquisition, with
      the
      exception of a loan granted on March 28, 2005 to David Creasey, a principal
      of
      PCTI and IRL, in the amount of $625,000. This
      loan
      is evidenced by a promissory note and secured by options and stock that Mr.
      Creasey holds in the Company .





In
      April
      2005, the Company purchased from Electric Aquagenics Unlimited, Inc. 359,000
      common shares of Biofilm, representing 27% of Biofilm’s outstanding common
      stock, for cash consideration of $718,000. Further, the Company advanced an
      additional $620,000 to the owners of the remaining 73% of Biofilm’s common
      stock, in addition to the Company’s initial advance of $320,000 in February
      2005. The Company understands that Biofilm is in the process of obtaining
      certain regulatory approvals for the use of its product in specified
      applications. Although the parties continue to discuss terms of the acquisition,
      the Company plans to monitor the regulatory approval process prior to
      consummating the acquisition. There can be no assurance that the acquisition
      will close. Should the acquisition not close, the Company will seek the
      repayment of the funds advanced.





The
      Company’s net cash provided by financing activities during the nine months ended September
      30, 2005 was
      approximately $6.5 million, principally representing proceeds from the sale
      of
      common stock and warrants. In September 2005, the Company completed a private
      placement in
      which
      it raised gross proceeds of $6,485,000 through the sale of 2,947,545 shares
      of
      its common stock at a purchase price of $2.20 per share, which were sold
      together with warrants to purchase an additional 1,473,769 shares of its common
      stock at an exercise price of $3.00.





As
      of September
      30, 2005 ,
      the
      Company had approximately $6.0 million in cash and cash equivalents and
      a current ratio of approximately 2.8-to-1.  Based upon management’s
      current twelve month forecast of future revenues from its product
      lines, the Company believes that cash on hand and cash expected to be
      generated from operations will provide adequate flexibility for funding the
      Company’s working capital over the next twelve months.  As with all
      business forecasts, management’s current assessment of future revenues is based
      upon its assumptions and expectations.  Future market trends for its
      products may not develop as management has predicted, and regulatory approvals
      required to market products as the Company currently plans may not be obtained,
      and, in the future, the Company may find that its cash on hand and cash from
      operations is not sufficient to fund existing operations or new opportunities
      may present themselves over the course of the next twelve months, in which
      case
      the Company may find that its cash on hand and cash from operations is not
      sufficient. Such changes may, or may not, require it to seek additional outside
      funding and, if required, there can be no assurance that suitable outside
      financing will be available to the Company.





During
      the third quarter of 2005, the Company continued to be in violation of certain
      representations of its convertible debentures issued on April 30, 2004 and
      July
      22, 2004. As a result of this violation, principal and accrued interest on
      outstanding debentures became immediately due and payable at the option of
      holders and, as a result, as of September 30, 2005, the Company has classified
      the entire remaining principal balance in the amount of approximately $195,000
      and interest of approximately $110,000 as a
      current liability and has amortized
      the debt discount associated with the remaining principal balance.  In
      addition, during the third quarter of 2005, the Company was in default of
      certain of its obligations under two separate registration rights agreements.
      As
      a result of these violations, contractual payments became immediately due and
      payable to certain holders of the Company’s common stock. As of September 30,
      2005, the Company accrued a $174,000 liability associated with these defaults.
      See note 7(e) to the condensed consolidated financial statements for more
      information.




-16-




***Forward-Looking
      Statements***





This
      Form
      10-QSB, as well as our other reports filed with the SEC, and our press releases
      and other communications, contain forward-looking statements. Forward-looking
      statements include all statements regarding our expected financial position,
      results of operations, cash flows, dividends, financing plans, strategy,
      budgets, capital and other expenditures, competitive positions, growth
      opportunities, benefits from new technology, plans and objectives of management,
      and markets for stock. These forward-looking statements are based largely on
      our
      expectations and, like any other business, are subject to a number of risks
      and
      uncertainties, many of which are beyond our control. In some cases, you can
      identify forward-looking statements by words such as *“may,”“should,”“expect,”“plan,”“could,”“anticipate,”“intend,”“believe,”“estimate,”“predict,”“potential,”“goal,”* or *“continue”* or
      similar terminology.




Forward-looking
      statements are not guarantees of performance. They involve risks, uncertainties
      and assumptions. Future results may differ materially from those expressed
      in
      the forward-looking statements. Many of the factors that will determine these
      results are beyond our ability to control or predict. Current and potential
      investors are cautioned not to put undue reliance on any forward-looking
      statements, which speak only to the date made.




For
      a
      discussion of some of the factors that may cause actual results to differ
      materially from those suggested by the forward-looking statements, please read
      carefully the information under “Risk Factors” in our annual report of Form
      10-KSB and in our other filings with the SEC. Some of the risks that current
      and
      potential investors should be aware of include, but are not limited to, the
      following:





·
            Our
                limited operating history in our present markets;





·
            Our
                limited experience in marketing our products;





·
            Our
                need to obtain regulatory approval for some of the products in
                development;





·
            Our
                ability to protect our intellectual property rights;





·
            Intense
                competition in our current markets;





·
            Our
                business is subject to government regulation relating to the manufacture
                and marketing of our current products and products under development;
                and





·
            Our
                products, like most regulated products, may be subject to various
                enforcement actions, which could require, among other things, the
                relabeling, reformulation or recall of products and/or the submission
                of
                additional information in support of product claims or safety, or
                punitive
                actions, any of which could harm our reputation and
                business.




The
      identification in this document of factors that may affect future performance
      and the accuracy of forward-looking statements is meant to be illustrative
      and
      by no means exhaustive. All forward-looking statements should be evaluated
      with
      the understanding of their inherent uncertainty.




***Plan
      of Operations***





*Overview*





Tasker
      is
      a manufacturer, distributor and marketer of products with various applications
      that use the pHarlo technology. The pHarlo technology utilizes a highly charged
      and acidified, yet stable and safe, solution that enables copper sulfate, a
      compound with bacteriostatic properties, to remain active throughout a wide
      range of pH values. The Company currently markets:





·
            Close
                CallÔ,
                an oral hygiene breath drink, and





·
            UnifreshÔFootbath, a grooming aid for dairy
                cows.





The
      Company is also in the process of developing several other products using the
      pHarlo technology. In August 2005, the Company began the in-plant commercial
      verification process for USDA approval to use the pHarlo technology in the
      scalder process of poultry processing. The Company is in the process of
      conducting tests of the pHarlo technology for other pre- and post-harvest food
      processing applications including seafood and water treatment uses. The Company
      is also in various stages of developing future product lines using the pHarlo
      technology in the skin care and pet product industries.




-17-





As
      a
      result of the 2005 Acquisition, Tasker now owns the utility patent applications
      and provisional patent applications associated with the pHarlo technology in
      the
      Company's field of use, and has entered into a new sub-license agreement for
      the
      base patents associated with the pHarlo technology. The 2005 Acquisition was
      completed during the third quarter of 2005, and the Company has substantially
      completed the integration of the assets acquired into its existing business.
      For
      a complete description of the 2005 Acquisition, including the terms of the
      material contracts we entered into in connection therewith, please see the
      Company’s Form 8-K filed on July 21, 2005.





*Tasker’s
      Intellectual Property Rights*





Pursuant
      to the 2005 Acquisition, the Company acquired the rights to the following
      utility patent applications, which applications include both US applications
      and
      applications in other countries (pursuant to The Patent Cooperation Treaty),
      and
      include two US Provisional Applications not yet subject to any international
      application (the “Transferred Patents”):





·
            Antimicrobial
                Composition for Pre-Harvest and Post-Harvest Treatment of Plants
                and
                Animals





·
            Skin
                Care Composition for Dermatological Disorders including burn and
                wrinkle
                creams (US Provisional Application)





·
            Oral
                Health Care Drink and Method for Reducing Malodors





·
            Antimicrobial
                Food Additive and Treatment for Cooked Food, Water and Wastewater





·
            Antimicrobial
                Processing Aid and Food Additive (US Provisional Application)





·
            Hangover
                Remedy and Alcohol Abatement Composition





In
      addition to the utility patent applications and provisional patent applications
      described above, the Company has also entered into a Patent and Technology
      Sub-License Agreement (the "Sub-License Agreement"), with pHarlo IP, LLC
      ("pHarlo IP"). Pursuant to the Sub-License Agreement, pHarlo IP has granted
      the
      Company an exclusive worldwide license to exploit the Base Patents (as defined
      below) in the following fields of use (the "Fields of Use"):





1.
            Pre-harvest
                food processing and safety applications, including treatment for
                plants
                and animals;





2.
            Post-harvest
                food processing and safety applications, including treatment for
                plants
                and animals, including the following:





a.
            antimicrobial
                processing aide and food additive including specific seafood applications,
                and


b.
              antimicrobial
                  for airborne contaminants on cooked
                  food;





3.
            Breath
                and mouthwash applications;





4.
            Hangover
                and alcohol abatement applications;





5.
            Topical
                palliative for dermatological disorders, including skin moisturizing
                applications, anti-wrinkle applications and burn treatment applications;





6.
            Pet
                product applications; and





7.
            Antimicrobial
                water treatment applications.





Pursuant
      to the Sub-License Agreement, the Company granted to pHarlo IP a royalty-free,
      worldwide exclusive right and license to import, export, make, manufacture,
      use
      and sell any inventions outside the Fields of Use which are disclosed and
      claimed in the Transferred Patents. In addition, pHarlo IP has the right to
      sublicense and assign to third parties all of the rights and licenses granted
      by
      the Company with respect to the Transferred Patents.





To
      the
      extent that pHarlo IP expresses an intent to enter into a transaction with
      an
      unaffiliated third party pursuant to which the third party would acquire rights
      related to the Base Patents outside the Fields of Use, the Company has the
      right
      of first refusal to enter into the transaction with pHarlo IP for the same
      consideration and on the same terms offered to the third party ("Right of First
      Refusal").




-18-





Subject
      to certain conditions, the Company will have a 19.9% equity ownership interest
      in Phitex Ltd. LLLP ("Phitex"), the direct one hundred percent owner of pHarlo
      IP, the sole and exclusive licensee of the Base Patents. In the event the
      Company elects not to exercise its Right of First Refusal for rights to the
      Base
      Patents outside the Fields of Use, as an equity owner the Company would share
      in
      the monetary benefits derived by Phitex from any transaction between pHarlo
      IP
      and an unaffiliated third party pursuant to which that third party acquires
      rights to exploit the Base Patents outside the Fields of Use. Prior to the
      issuance of the Phitex equity interests, (i) the Company must enter into a
      lock-up and repurchase right agreement relating to its Phitex equity interests,
      (ii) no change of control of the Company shall have occurred, and (iii) no
      change in, or resignation, removal, death or disability of, the Company's Chief
      Executive Officer, President, or Chief Operating Officer shall have occurred.
      In
      addition to these conditions, a registration statement covering the resale
      of
      the shares issued in connection with the 2005 Acquisition had to be declared
      effective. This condition was satisfied on November 2, 2005. Under the lock-up
      and repurchase right agreement, Phitex will retain the right to repurchase
      the
      Company’s equity interests for a nominal amount upon a change of control of the
      Company or a change in, or the resignation, removal, death or disability of,
      the
      Company's Chief Executive Officer, President, or Chief Operating Officer.





The
      technology that forms the basis of the pHarlo technology is derived from U.S.
      Patent No. 5,989,595, U.S. Patent No. 6,242,011 and U.S. Patent Application
      Serial No. 10/453,805 (the "Base Patents"). pHarlo IP is the sole and exclusive
      licensee of the Base Patents pursuant to a certain License Agreement by and
      between Mr. Barry Cummins and pHarlo IP, dated July 15, 2005 and effective
      as of
      March 18, 2005 (the "Base License"). Pursuant to the Base License, pHarlo IP
      is
      required to pay to Mr. Cummins royalties ("Base License Royalty Payments").
      Pursuant to the Sub-License Agreement, in the event that pHarlo IP defaults
      in
      its obligations to make the Base License Royalty Payments to Mr. Cummins, pHarlo
      IP is required to assign that portion of the Base License representing all
      of
      the rights sublicensed to the Company under the Sub-License Agreement to the
      Company, and the Company will assume pHarlo IP’s obligation to pay the Base
      License Royalty Payments.




Prior
      to
      the 2005 Acquisition, on December 7, 2004, the Company entered into a Settlement
      Agreement and General Release pursuant to which the Company effectively
      purchased the exclusive rights of first refusal to applications of the pHarlo
      technology from Richard J. Kirby, a developer who had previously purchased
      the
      rights on July 19, 2002. Under the terms of the settlement agreement, Mr. Kirby
      assigned and granted all his rights, titles and interests in his license
      agreements with PCTI to the Company for which the Company agreed to pay Mr.
      Kirby one half of one percent (0.5%) of net revenues generated from products
      using the pHarlo technology, in an amount not to exceed $400,000 in any one
      calendar year. The agreement continues until the termination of or expiration
      of
      PCTI’s patent to the licensed technology.





*Manufacturing*





The
      Company currently manufactures the concentrate used for Close Call Ô and
      Unifresh Ô Footbath
      in its facility located in Conroe, Texas. The Company believes its facility
      procedures and manufacturing controls assure the marketed products meet
      specifications and comply with applicable regulatory requirements, but there
      can
      be no assurance that the pertinent regulatory authorities will agree with this
      conclusion, which could result in additional regulatory requirements and
      potentially subject the Company to a variety of enforcement actions, as
      discussed above. It is possible that additional manufacturing facilities or
      controls will be necessary to market the product lines currently under
      development.





*Current
      and Projected Markets*





*Food
      Processing*





The
      Company is in the process of developing applications in both the pre-harvest
      and
      post-harvest food processing use of the pHarlo technology. Tasker has an
      application for the use of the technology in the scalder process of poultry
      processing with the USDA. The USDA reviewed and approved Tasker's protocols
      for
      testing and during the second quarter of 2005, granted the Company permission
      to
      conduct in-plant commercial verification for USDA approval of the pHarlo
      technology as a processing aid. The Company has conducted commercial scale
      test
      runs and began, in August 2005, the in-plant commercial verification process.
      The first in-plant commercial verification test was completed in October 2005.
      The Company reviewed the results of this test and submitted the results to
      the
      USDA in the fourth quarter of 2005, prior to the filing of this report. The
      Company will begin the second phase of in-plant verification tests once the
      USDA
      has reviewed the results of the first test and advises the Company of its
      findings. While the Company expects the product to be approved for this use,
      there can be no assurance of this result.




-19-





In
      February 2005, Tasker announced that it was working with Groupe Doux, one of
      Europe's premier poultry processors, to procure European Union regulatory
      approval for use of the pHarlo technology in the scalder and chill processes
      of
      poultry processing throughout Groupe Doux's operations. Groupe Doux completed
      the development of protocols necessary to conduct the industrial tests needed
      to
      obtain European Union approval. Groupe Doux’s industrial tests began in the
      third quarter of 2005 and are ongoing. Once Groupe Doux has completed its
      industrial tests, the Company understands that Groupe Doux will submit the
      results to the European Union regulators for approval. Upon receiving approval
      from the European Union, Groupe Doux has indicated to the Company that it
      anticipates utilizing the pHarlo technology in its European poultry processing
      plants. There can be no assurance that the European Union will approve the
      use
      of the pHarlo technology for use in poultry processing and, if such approval
      is
      achieved, there can be no assurance that Tasker will enter into a commercial
      contract with Groupe Doux or, if it does, that such a commercial contract will
      be profitable. Subject to the receipt of any necessary regulatory approvals
      from
      other foreign jurisdictions, the Company understands that Groupe Doux also
      plans
      to utilize the pHarlo technology in its non-European poultry processing plants,
      if and when the pHarlo technology is integrated into Groupe Doux’s European
      processing plants.





In
      addition to Groupe Doux’s interest in the pHarlo technology for poultry
      processing, Groupe Doux is conducting in-house tests on Tasker’s
      Unifresh Ô Pen
      Spray, a product that is still in development in the United States, to determine
      that product’s capacity to reduce or neutralize the ammonia byproduct in poultry
      pens. The tests were completed on November 14, 2005, and Groupe Doux will
      present the product to the Economic European Community (“EEC”) and seek
      regulatory approval for use of Tasker’s Unifresh Ô Pen
      Spray in poultry farms under the EEC’s authority. We believe that the EEC will
      complete its tests during the fourth quarter of 2005 or soon thereafter.





Tasker
      announced during the third quarter that it had scheduled the installation of
      the
      pHarlo technology with several poultry processors in Peru and Mexico to test
      the
      technology for use in the scalder and chiller sections of their poultry
      processing operations. J.L. Daly Inc., a distributor, has arranged for twelve
      poultry processors to test the pHarlo technology in their operations and
      anticipates introducing the technology to the 660 poultry processing facilities
      throughout Mexico, Peru, Colombia, Argentina, Chile, Bolivia, Venezuela,
      Uruguay, Paraguay and Central America, subject to the receipt of any necessary
      regulatory approvals in these countries. In addition to using the pHarlo
      technology for poultry processing, J. L. Daly has also discussed the use of
      the
      Company's Unifresh Ô Pen
      Spray concentrate product, subject to the receipt of any necessary regulatory
      approvals, with several poultry farmers in the above listed areas served by
      J.
      L. Daly.





The
      Company is currently marketing a pre-harvest application of the pHarlo
      technology to the US dairy industry called Unifresh Ô Footbath
      concentrate. Unifresh Ô Footbath
      concentrate is a grooming aid that helps clean and disinfect cattle hooves.
      Because of the bacteriostatic properties of the pHarlo technology, the product
      also helps control bacteria and fungus that infects the hooves of cows causing
      digital dermatitis and interdigital papillomatosis. These infections can cause
      significant pain in
      the infected hoof, render cows lame, and cause decreased food intake, which
      could subsequently reduce milk yield and fertility. The
      Company currently markets the product as a grooming aid, but there can be no
      assurance that the FDA will agree with this characterization or the product
      claims, which could result in additional regulatory requirements or potentially
      subject the Company to a variety of enforcement actions, as discussed above.





The
      Company also intends to market the pHarlo technology for use in seafood
      processing, as well as several other plant and animal applications. The Company
      intends to market Unifresh Ô Manure
      Pit concentrate to control foul odors from deep manure pits and storage ponds,
      Unifresh Ô Drinking
      Water concentrate for use in reducing E.coli and salmonella in animal drinking
      water sources, Unifresh Ô Swine
      treatment concentrate to reduce smells and bacteria in swine pens, and
      Unifresh Ô P.F.V.T.
      concentrate for processing, treating and washing produce, fruit and vegetables.
      If marketed in the US, each of these product lines could potentially be subject
      to a variety of federal, state, and regulatory authorities which could require
      additional testing, registration, premarket approval, labeling, manufacturing,
      safety, recordkeeping and other obligations. There can be no assurance that
      the
      Company will ultimately market these products, that the products will obtain
      the
      necessary approvals, or, if granted, that the approvals will not include
      significant limitations on the indicated use for which the products may be
      marketed or other restrictions or requirements that may reduce the value of
      the
      products.




-20-





*Oral
      Care*





The
      Company’s oral hygiene drink, Close Call Ô ,
      is
      marketed as an oral hygiene breath drink that eliminates odors from tobacco,
      garlic, onion and alcohol. Close Call Ô is now
      distributed from coast to coast in the United States. The Company currently
      advertises Close Call Ô through
      Howard Stern’s radio show in New York City, San Francisco, Boston, Cleveland and
      Cincinnati. This advertising campaign will run through December 9, 2005. The
      Company currently markets the product as a cosmetic, but there can be no
      assurance that the FDA will agree with this characterization or the product
      claims, which could result in additional regulatory requirements and potentially
      subject the Company to a variety of enforcement actions, as discussed above.





*Pet
      Products*





Over
      the
      course of this year, Tasker has been developing and researching a variety of
      pet
      oral care and grooming applications in the United States based on the pHarlo
      technology, including breath spray, breath concentrate, breath drops, an
      anti-itch pet shampoo and a cream rinse. The Company has conducted market
      research for the purpose of developing a market for its pet products and is
      currently pursuing private labeling opportunities. The Company has completed
      product testing of these products and has commenced retailer presentations.
      Each
      of these product lines could potentially be subject to a variety of federal,
      state, and regulatory authorities which could require additional testing,
      registration, premarket approval, labeling, manufacturing, safety, recordkeeping
      and other obligations. There can be no assurance that the Company will
      ultimately market these products, that the products will obtain the necessary
      approvals, or, if granted, that the approvals will not include significant
      limitations on the indicated use for which the products may be marketed or
      other
      restrictions or requirements that may reduce the value of the
      products.





*Skin
      Care*





The
      Company has formulated a variety of cosmetic applications using the pHarlo
      technology and is in the process of testing many of its products with a leading
      plastic surgeon, several dermatologists and certain testing facilities
      specializing in cosmetic research and development. Preliminary results from
      Tasker’s internal studies have demonstrated that the pHarlo technology
      significantly enhances the appearance of the skin and may have anti-aging
      properties. Products currently in development include skin toners, skin
      cleaners, anti-aging day and night creams, burn creams (including sunburn),
      and
      hand and facial moisturizers. The Company intends to market its skin care
      products in the United States as cosmetics, but there can be no assurance that
      the Company will ultimately market these products or that the FDA will agree
      with this characterization or the product claims, which could result in
      additional regulatory requirements and potentially subject the Company to a
      variety of enforcement actions, as discussed above.





***Future
      Operations***





The
      Company intends to further develop applications using the pHarlo technology
      in
      the pre- and post-harvest food processing, skin care, oral care, water
      purification and pet care industries. In addition, and as discussed above,
      the
      Company retains the Right of First Refusal to any new applications of the pHarlo
      technology (outside of the Fields of Use) that pHarlo proposes to license to
      an
      unaffiliated third party. Although the Company's objective is to develop and
      cultivate markets for each product with the goal of generating net profits,
      the
      Company believes its current management and consulting structure is sufficient
      to identify other potential alternatives that could result in the achievement
      of
      additional value from its product lines





***Contractual
      Obligations***





The
      Company has entered into various license, consultant, and employment agreements
      throughout the year. Approximate future minimum annual contractual obligations
      under these agreements are as follows:


2005
            
            2006
            
            2007
            
            2008
            
            2009Royalty
                payment
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0R&D
                fees
            
            
            100,000
            
            
            350,000
            
            
            1,500,000
            
            
            4,000,000
            
            
            8,000,000Consulting
                agreements
            
            
            101,000
            
            
            48,000
            
            
            22,000
            
            
            0
            
            
            0Employment
                agreements
            
            
            1,232,000
            
            
            1,490,000
            
            
            1,433,000
            
            
            235,000
            
            
            0Notes
                payable to Stockholders
            
            
            0
            
            
            0
            
            
            475,000
            
            
            0
            
            
            0Convertible
                debentures
            
            
            0
            
            
            0
            
            
            195,000
            
            
            0
            
            
            0Total
            
            $
            1,433,000
            
            $
            1,888,000
            
            $
            3,625,000
            
            $
            4,235,000
            
            $
            8,000,000







-21-




During
      the term of the Sub-License Agreement, pHarlo IP has agreed to provide to the
      Company technical assistance necessary to implement, refine and exploit the
      Base
      Patents in the Fields of Use. In consideration for the technical assistance,
      the
      Company and Tasker IP Holdings have agreed to pay to pHarlo IP, in advance,
      prior to the calendar quarter for which they are payable, certain research
      and
      development fees ("R&D Fees"). The R&D Fees may be subject to recovery
      by the Company in certain circumstances described below.





The
      Company, Wynn Starr Special Products, LLC. ("Wynn Starr"), PCTI, IRL and pHarlo
      IP are parties to an Exclusive Field of Use License Agreement and Product Sale
      Agreement made effective as of September 15, 2004, as amended (the "Wynn Starr
      Agreement"). Wynn Starr's ultimate parent company, Wynn Starr Flavors, is a
      leading supplier of culinary ingredients and technology to the food industry.
      Under the terms of the Wynn Starr Agreement, Wynn Starr uses its extensive
      relationships in the poultry processing industry to market the pHarlo technology
      in the Company's Field of Use in consideration for the right to produce the
      final product to be supplied to the consumer using the concentrated solution
      that is manufactured by the Company. In connection with the 2005 Acquisition,
      the Wynn Starr Agreement was amended to grant a worldwide license to Wynn Starr.
      Pursuant to the Sub-License Agreement, commencing within thirty days after
      December 31, 2005 and within thirty days of each calendar quarter thereafter,
      pHarlo IP has agreed to pay to the Company that amount of any royalties that
      are
      actually received by pHarlo IP from Wynn Starr during the preceding calendar
      quarter in an amount up to and not to exceed the amount of any R&D Fees
      actually paid by the Company to pHarlo IP during the same preceding calendar
      quarter. The Company expects that the royalties paid to pHarlo IP by Wynn Starr
      will be sufficient to allow the Company to fully recover the R&D Fees paid
      in advance to pHarlo IP once contracts with poultry processor materialize.





Additionally,
      to the extent that the amount of any royalties actually paid to pHarlo IP by
      Wynn Starr under the Wynn Starr Agreement exceed the R&D fees paid by the
      Company to pHarlo IP, pHarlo IP has agreed to pay over to the Company one-third
      of the amount by which such royalties exceed the R&D fees. In the event that
      pHarlo IP ceases to receive royalty payments in respect of sales by Wynn Starr
      of certain products based on technology licensed by pHarlo IP to the Company,
      the Company is obligated to make cash payments to pHarlo IP equal to the
      royalties pHarlo IP is entitled to receive under the Wynn Starr Agreement with
      respect to such sales that are not subject to repayment to the Company.





***Off-Balance
      Sheet Arrangements***





None.





***Application
      of Critical Accounting Policies***




Our
      condensed consolidated financial statements and accompanying notes are prepared
      in accordance with generally accepted accounting principles in the United
      States. Preparing financial statements requires management to make estimates
      and
      assumptions that affect the reported amounts of assets, liabilities, revenue,
      and expenses. These estimates and assumptions are affected by management's
      application of accounting policies. We believe that understanding the basis
      and
      nature of the estimates and assumptions involved are critical to an
      understanding of our financial statements.





Critical
      accounting policies include those related to our stock based compensation,
      convertible debentures and development stage status. Reference is made to Item
      6, Management's Discussion and Analysis or Plan of Operations under the caption
      “Application of Critical Accounting Policies” of the Company’s Annual Report on
      Form 10-KSB for the year ended December 31, 2004.




-22-





**Item
      3. Controls and Procedures.**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange
      Act”), the Company , under
      the supervision and with the participation of our Chief Executive Officer and
      Chief Financial Officer, carried
      out an evaluation of the effectiveness of the design and operation of our
      disclosure controls and procedures as of the end of the period covered by this
      report.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act is
      accumulated and communicated to management, including our Chief Executive
      Officer and Chief Financial Officer, to allow timely decisions regarding
      required disclosure.





Based
      upon that evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that our disclosure controls and procedures as of the end of the
      period covered by this report were ineffective in timely alerting management
      to
      material information relating to us required to be included in our periodic
      SEC
      filings. As described in the Company’s Annual Report of Form 10-KSB, the Company
      has already instituted and is continuing to implement, corrective actions with
      respect to the deficiencies in our disclosure controls and procedures.





In
      the
      Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004, the
      Company reported that it had a material weakness in its internal control over
      financial reporting. The material weakness identified relates to limitations
      in
      the capacity of the Company’s accounting resources to identify and react in a
      timely manner to non-routine and complex business transactions. In 2004, a
      lack
      of experienced personnel in the Company’s accounting function and multiple
      transitions of responsibilities over the Company’s accounting function, among
      other reasons, resulted in untimely identification and resolution of (i)
      accounting matters related to certain equity transactions and (ii) the
      accounting for the Company’s debt financing. In order to remediate these
      internal control deficiencies, the Company has (i) hired additional accounting
      resources to supplement the internal accounting staff (including a new Chief
      Financial Officer hired on January 3, 2005 and Corporate Controller on hired
      March 21, 2005), (ii) hired a public accounting firm to assist the Company
      in
      certain complex matters, (iii) implemented internal controls and procedures
      to
      strengthen areas of concern to the new financial management team, and (iv)
      formed an Audit Committee. The Company is also in the process of implementing
      an
      automated financial reporting system. Substantial
      remediation of this material weakness is expected to be completed by our fiscal
      year end . The Company believes that the actions it has taken to date in that
      regard, when taken as a whole, have mitigated the material weakness and other
      deficiencies with respect to the preparation of this Quarterly Report on Form
      10-QSB such that the information required to be disclosed in this Form 10-QSB
      has been recorded, processed, summarized and reported correctly.





Other
      than noted above, there were no changes to the Company’s internal control over
      financial reporting that occurred during the Company’s last fiscal quarter that
      have materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting.





The
      Company notes however, that the
      identification of the material weakness described above resulted from
      management’s continuing assessment of internal control over financial reporting
      required by Section 404 of the Sarbanes-Oxley Act of 2002. While every effort
      will be made to ensure the financial reporting system will adhere to the
      Company’s internal controls, we cannot be certain that additional material
      weaknesses will not be identified prior to the filing of management’s annual
      report on internal control over financial reporting.




**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





On
      October 26, 2005, a civil action captioned "The BOC Group, Inc. v. Tasker
      Capital Corporation, Randy Cable, and Shaun Porter" was filed in the United
      States District Court for the District of Connecticut.  In the complaint,
      The BOC Group alleges that Mr. Porter and Mr. Cable, employees of Tasker, have
      breached certain nondisclosure obligations to The BOC Group and, as such, The
      BOC Group seeks unspecified monetary damages. The Company believes that the
      complaint is without merit and plans to vigorously defend the allegations made
      in the complaint.




-23-





On
      November 1, 2005, Micro Laboratories, Inc. issued a press release describing
      a
      letter sent to Tasker alleging patent infringement. In response, Tasker publicly
      acknowledged that it was in receipt of the letter. Tasker believes that there
      is
      no basis for Micro Laboratories’ infringement claim, and, as such, believes that
      the allegations contained in the letter are completely without merit. Tasker
      has
      notified Micro Laboratories of its position. To date, Micro Laboratories has
      not
      instituted any formal proceedings against Tasker. If Micro Laboratories
      institutes formal proceedings against Tasker, Tasker plans to vigorously defend
      any such action, and in addition, plans to pursue any and all available legal
      remedies that Tasker may have against Micro Laboratories in connection with
      this
      matter.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





No
      unregistered sales of securities were made during the fiscal quarter ended
      September 30, 2005 that have not been previously disclosed on Form 8-K.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





No
      matters were submitted to a vote of our stockholders during the fiscal quarter
      ended September 30, 2005.




**Item
      5. Other Information.**





On
      November 8, 2005, the Board of Directors of the Company approved the appointment
      of Gordon Davis, a current Director of the Company, as Chairman of the Board
      of
      Directors, effective November 11, 2005. Prior to the appointment of Mr. Davis
      as
      Chairman, there was no standing Chairman of the Company’s Board of Directors.





**Item
      6. Exhibits.**





Furnish
      the exhibits required by Item 601 of Regulation S-B.





(a)
            Exhibits





See
      Exhibit Index.








-24-





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








**TASKER
              CAPITAL CORP.**November
              14, 2005
            By:
            /s/ Robert
              P. ApplebyRobert
                P. Appleby
              Chief Executive
                Officer







-25-




EXHIBIT
      INDEX


2.1*
              Asset
                  Purchase Agreement by and among Tasker Capital Corp. and Tasker
                  Products
                  IP Holdings Corp. (as “Buyers”) and Indian River Labs, L.L.C., pHarlo
                  Citrus Technologies, Inc., pHarlo Citrus Properties Partnership,
                  LLLP and
                  Coast to Coast Laboratories, LLC (as “Sellers”) dated July 15,
                  2005.


4.1*
            Cummins
                Lock-Up Agreement dated July 15,
                2005.


4.2*
            Creasey
                Lock-Up Agreement dated July 15,
                2005.


4.3*
            Dickinson
                Lock-Up Agreement dated July 15,
                2005.


4.4*
            Smith
                Lock-Up Agreement dated July 15,
                2005.


4.5**
            Form
                of Warrant from the September 2005 Private
                Placement.


10.48***
            Loan
                Agreement by and between Pharlo Citrus Properties Partnership, LLLP
                and
                Tasker Capital Corp., dated July 6,
                2005.


10.57***
            Loan
                Agreement by and between Pharlo Citrus Technologies and Tasker Capital
                Corp., dated July 12, 2005.


10.60***
            Amendment
              No.2 to Executive Employment Agreement, dated August 10, 2005, between
              Tasker Capital Corp. and Robert P.
              Appleby.


10.61***
            Amendment
                No. 2 to Executive Employment Agreement, dated August 10, 2005, between
                Tasker Capital Corp. and James Burns.


10.62*
            Patent
                Technology Sublicense Agreement made as of July 15, 2005 by and among
                pHarlo IP, LLC, Tasker Capital Corp. and Tasker Products IP Holdings
                Corp.


10.63*
            Promissory
                Note executed by Tasker Capital Corp to Indian River Labs, L.L.C.
                dated
                July 15, 2005.


10.64**
            Securities
                Purchase Agreement, dated as of September 21, 2005, by and among
                Tasker
                Capital Corp, and the Purchaser parties
                thereto,


10.65**
            Registration
                Rights Agreement, dated as of September 21, 2005, by and among Tasker
                Capital Corp, and the Purchaser parties
                thereto.


10.66
            Amendment
                to Exclusive Field of Use License Agreement and Product Sale Agreement
                by
                and between Tasker Capital Corp., Wynn Starr Special Products, LLC,
                Pharlo
                Citrus Technologies, Inc., and Indian River Labs, LLC, retroactively
                effective to March 18, 2005.


31.1
            Rule
                13a-14(a)/15d-14(a) Certification by Chief Executive Officer


31.2
            Rule
                13a-14(a)/15d-14(a) Certification by Chief Financial
                Officer


32.1
            Section
                1350 Certifications by Chief Executive Officer.


32.2
              Section
                1350 Certifications by Chief Financial
                Officer.





*
            Incorporated
                by reference to the Registrant’s Form 8-K filed on July 21, 2005.


**
            Incorporated
                by reference to the Registrant’s Form 8-K filed on September 26,
                2005.


***
            Incorporated
                by reference to the Registrant’s Form 10-QSB filed on August 15,
                2005.






-26-