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 June 30, 2005

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

           For the transition period from ___________to_______________

                        Commission file number 000-32019
                                               ---------

                              TASKER CAPITAL CORP.
        (Exact name of small business issuer as specified in its charter)

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

             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 |_| 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 |_| No |_|

                      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: 84,189,500 shares of Common stock as
of August 5, 2005.

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

<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

The following discussion of our financial condition, changes in financial
condition and results of operations for the three and six months ended June 30,
2005 and 2004, should be read in conjunction with the audited annual
consolidated financial statements and the notes thereto.

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

<PAGE>

                     TASKER CAPITAL CORP. AND SUBSIDIARIES
                         (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 June 30, 2005
                                  (Unaudited)

<TABLE>
<S>                                                                                  <C>
ASSETS
Current assets:
      Cash and cash equivalents                                                      $  4,250,093
      Accounts receivable                                                                 225,364
      Notes receivable                                                                  1,565,000
      Inventories                                                                       1,101,129
      Prepaid expenses                                                                    769,358
      Prepaid commissions                                                                 170,000
                                                                                     ------------

      Total current assets                                                              8,080,944

Property and equipment, net                                                               501,906
Notes receivables                                                                       2,482,346
Prepaid royalties                                                                       1,000,000
Investment in equity investee                                                             707,525
Deferred acquisition costs                                                                571,463
Deposit, net                                                                               31,926
License, net                                                                              174,241
                                                                                     ------------

                                                                                     $ 13,550,351
                                                                                     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Convertible debentures                                                         $    217,000
      Accounts payable                                                                    855,001
      Accrued royalties                                                                   930,000
      Other accrued liabilities                                                           373,014
                                                                                     ------------

      Total current liabilities                                                         1,445,015
                                                                                     ------------

Long-term liabilities:
      Notes payable - shareholders                                                        426,170
      Accrued royalities                                                                  930,000
                                                                                     ------------
                                                                                        1,356,170

Stockholders' equity:
      Common stock, $0.001 par value; authorized 300,000,000 shares; issued and
      outstanding 64,747,162                                                               64,747
      Additional paid-in capital                                                       25,478,675
      Deficit accumulated during the development stage                                (14,794,255)
                                                                                     ------------

      Total stockholders' equity                                                       10,749,166
                                                                                     ------------

                                                                                     $ 13,550,351
                                                                                     ============
</TABLE>

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

<PAGE>

                     TASKER CAPITAL CORP. AND SUBSIDIARIES
                         (A Development Stage Company)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 INCEPTION May 13,
                                                                                                                 1996 TO JUNE 30,
                                         THREE MONTHS ENDED JUNE 30,            SIX MONTHS ENDED JUNE 30,              2005
                                       -------------------------------       -------------------------------       ------------
                                           2005               2004               2005               2004               2005
                                       ------------       ------------       ------------       ------------       ------------
<S>                                    <C>                <C>                <C>                <C>                <C>
Revenues                               $    244,394       $         --       $    305,268       $         --       $    305,268

Cost of Goods Sold                           84,826                               109,987                               109,987
                                       ------------       ------------       ------------       ------------       ------------

Gross Profit                                159,568                               195,281                               195,281
                                       ------------       ------------       ------------       ------------       ------------

Expenses

    Management                            1,341,991            145,695          2,149,836            170,834          3,240,394
    Office related                          191,773             16,326            257,238             26,614            437,129
    Professional and Consulting           1,814,932            396,268          3,498,159            573,796          5,267,881
    Stock Based Compensation                                   260,000            484,000            260,000          1,415,935
    Product Development                      93,519             26,975            101,119             26,975            300,784
    Marketing                               269,202             47,186            324,237             47,186            653,786
    Filing and Stock transfer                 7,855             40,556             19,634             46,918            285,841
    Depreciation and Amortization            24,885              3,583             36,919              6,992             79,405
    Insurance                                                                      78,515                                78,515
    Selling                                  19,541                                24,421                                24,421
    Miscellaneous                            38,843              3,124             80,719              7,779            240,861
                                       ------------       ------------       ------------       ------------       ------------

Total Expenses                            3,802,542            939,713          7,054,798          1,167,094         12,024,952
                                       ------------       ------------       ------------       ------------       ------------

Loss From Operations                     (3,642,974)          (939,713)        (6,859,517)        (1,167,094)       (11,829,671)
                                       ------------       ------------       ------------       ------------       ------------

    Other Income (Expense):
       Interest expense                       2,362           (822,801)           (64,995)          (852,987)        (2,930,486)
       Loss on equity investee              (10,475)                              (10,475)                              (10,475)
       Other                                (62,000)                              (62,000)                              (23,623)
                                       ------------       ------------       ------------       ------------       ------------

Total Other Expense, net                    (70,113)          (822,801)          (137,470)          (852,987)        (2,964,584)
                                       ------------       ------------       ------------       ------------       ------------

Net Loss                               $ (3,713,087)      $ (1,762,514)      $ (6,996,987)      $ (2,020,081)      $(14,794,255)
                                       ============       ============       ============       ============       ============

Net Loss Per Common Share, basic
and diluted                            $      (0.06)      $      (0.11)      $      (0.11)      $      (0.13)      $      (0.97)
                                       ============       ============       ============       ============       ============

Weighted Average Common Shares
Outstanding, basic and diluted           63,706,722         16,754,307         61,283,582         15,632,554         15,248,878
                                       ============       ============       ============       ============       ============
</TABLE>

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

<PAGE>

                     TASKER CAPITAL CORP. AND SUBSIDIARIES
                         (A Development Stage Company)

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED JUNE 30,            INCEPTION
                                                          -------------------------------       May 13, 1996
                                                              2005               2004         TO June 30, 2005
                                                          ------------       ------------       ------------
<S>                                                       <C>                <C>                <C>
Cash flows from operating activities:
     Net loss                                             $ (6,996,987)      $ (2,020,081)      $(14,794,255)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                              36,919              6,992             79,405
     Noncash interest                                           35,331            833,805          2,782,526
     Stock based compensation                                  484,000            260,000          1,415,935
     Loss on equity investee                                    10,475                                10,475
     Common stock, warrants and options for services         2,577,262            277,500          3,262,776
     Changes in operating assets and liabilities:
        Accounts receivable                                   (225,364)                             (225,364)
        Inventories                                         (1,001,331)                           (1,101,129)
        Prepaid expenses                                      (327,026)          (104,478)          (769,358)
        Prepaid commissions                                    (45,000)                             (170,000)
        Accounts payable                                       706,350            (56,305)           978,423
        Accrued royalties                                                                            (70,000)
        Other accrued liabilities                             (175,932)           (55,000)           373,014
                                                          ------------       ------------       ------------

     Net cash used in operating activities                  (4,921,302)          (857,567)        (8,227,552)
                                                          ------------       ------------       ------------

Cash flows from investing activities:
     Purchases of property and equipment                      (430,361)            (3,481)          (545,254)
     Advances pursuant to notes                             (3,485,950)             8,009         (4,078,215)
     Purchase of license                                                                            (160,000)
     Investment in equity investee                            (718,000)                             (718,000)
     Acquisition costs paid                                   (571,463)                             (571,463)
     Payments for deposits and other                           (16,160)                              (39,880)
                                                          ------------       ------------       ------------

     Net cash provided by (used in) investing
     activities                                             (5,221,934)             4,528         (6,112,812)
                                                          ------------       ------------       ------------

Cash flows from financing activities:
     Proceeds from private placements, net                                                        14,615,337
     Proceeds from convertible debentures, net                                    800,000          2,065,532
     Proceeds from other notes payable                                                               524,850
     Exercise of warrants                                      167,250                             1,334,800
     Other                                                         774            137,020             49,938
                                                          ------------       ------------       ------------

     Net cash provided by financing activities                 168,024            937,020         18,590,457
                                                          ------------       ------------       ------------

Net increase (decrease) in cash and cash equivalents        (9,975,212)            83,981          4,250,093

Cash and cash equivalents, beginning of period              14,225,305             33,479
                                                          ------------       ------------       ------------

Cash and cash equivalents, end of period                  $  4,250,093       $    117,460       $  4,250,093
                                                          ============       ============       ============

Supplemental disclosures of cash flow information:
     Interest paid                                        $     27,125       $         --       $    141,239
                                                          ============       ============       ============

Supplemental disclosures of noncash investing and
financing activities:
     Conversion of debt and accrued interest
     into common stock                                    $    269,930       $         --       $  2,458,883
                                                          ============       ============       ============
     Warrants issued and embedded conversion
     feature associated with debt financing               $         --       $    800,000       $  2,184,600
                                                          ============       ============       ============

     Warrants issued for license                          $         --       $         --       $     42,344
                                                          ============       ============       ============
</TABLE>

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

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    NATURE OF OPERATIONS

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, widely known for its bacteriostatic properties, to remain active
throughout a wide range of pH values. The Company currently markets Close
Call(TM), an anti-microbial oral hygiene breath drink that utilizes the pHarlo
technology and has begun clinical testing of the technology in the poultry
scalding process and in various seafood applications. The Company is continuing
its clinical research in the oral care, food processing, skin care and pet
products 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 7), 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 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.

2.    UNAUDITED INTERIM STATEMENTS

The accompanying condensed consolidated financial statements of the Company for
the three and six month periods ended June 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.

These unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements 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 six month
periods ended June 30, 2005 are not necessarily indicative of the results that
may occur for the year ending December 31, 2005.

The Company believes that cash on hand and cash flows from operations will
provide sufficient working capital to meet its base business objectives.
However, there may be circumstances that could accelerate the Company's use of
capital, including but not limited to, its ability to implement a profitable
business model, accelerated business growth, expedited product development and
expanded marketing campaigns that may require additional working capital beyond
the Company's existing capital resources. If this occurs, the Company, may from
time to time, incur indebtedness or issue, in public or private transactions,
equity or debt securities. There can be no assurance that suitable debt or
equity financing will be available to the Company.

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.    SELECTED ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Development Stage Company:

The Company is a development stage company as defined in the Statements 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 Call(TM), which has not produced significant
revenues, none of its planned principal operations have commenced as of June 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 Principals
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 six
month periods ended June 30, 2005 and 2004 and the period of inception, May 13,
1996 to June 30, 2005:

<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30,
                                                                  -------------------------------
                                                                      2005               2004
                                                                  ------------       ------------
<S>                                                               <C>                <C>
Net loss, as reported (See Note 5)                                $ (3,713,087)      $ (1,762,514)

Add: Stock based compensation included in net loss, as
reported                                                                                  260,000

 Less: Stock based compensation expense determined under the
fair value method                                                   (1,246,378)          (482,925)
                                                                  ------------       ------------

Net loss, pro-forma                                               $ (4,959,465)      $ (1,985,439)
                                                                  ============       ============

Basic and diluted loss per share, as reported                     $      (0.06)      $      (0.11)
                                                                  ============       ============

 Basic and diluted loss per share, pro-forma                      $      (0.08)      $      (0.12)
                                                                  ============       ============
</TABLE>

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                  -------------------------------
                                                                      2005               2004         Since Inception
                                                                  ------------       ------------       ------------
<S>                                                               <C>                <C>                <C>
Net loss, as reported (See Note 5)                                $ (6,996,987)      $ (2,020,081)      $(14,794,255)

Add: Stock based compensation included in net loss, as
reported                                                               484,000            260,000          1,415,935

 Less: Stock based compensation expense determined under the
fair value method                                                   (3,523,428)          (511,737)        (6,425,178)
                                                                  ------------       ------------       ------------

Net loss, pro-forma                                               $(10,036,415)      $ (2,271,818)      $(19,803,498)
                                                                  ============       ============       ============

Basic and diluted loss per share, as reported                     $      (0.11)      $      (0.13)      $      (0.97)
                                                                  ============       ============       ============

 Basic and diluted loss per share, pro-forma                      $      (0.16)      $      (0.15)      $      (1.30)
                                                                  ============       ============       ============
</TABLE>

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 years
Expected price volatility                140%                          122%
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 June
30, 2005 are as follows:

      Options                                    18,614,999
      Warrants                                    7,847,350
      Convertible Debentures                      2,540,000
                                                 ----------

                                                 29,002,349
                                                 ==========

<PAGE>

                      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.

Reclassifications:

Certain prior period amounts have been reclassified and restated (see Note 5) 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 the requisite service period (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.

The Company currently utilizes the Black-Scholes option pricing model to measure
the fair value of stock options granted to employees. While SFAS No. 123R
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. 123R to measure the fair value of stock
options.

The adoption of 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."

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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 six
month period ended June 30, 2005.

During the six month period ended June 30, 2005, stockholders' equity was also
increased as a primary result of (i) the issuance of options for vendor services
of approximately $2.5 million, (ii) employee stock-based compensation of
approximately $484,000, (iii) the conversion of approximately $220,000 of
convertible debentures and accrued interest into approximately 3,650,000 shares
of common stock and (iv) the exercise of approximately 2.5 million options and
warrants generating cash proceeds of approximately $167,000.

5.    RESTATEMENT OF CERTAIN TRANSACTIONS AS OF JUNE 30, 2004 AND FOR THE THREE
      AND SIX 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 described below. These adjustments
impact the 2004 net loss as previously reported in the Company's Form 10-QSB for
the quarterly period ended June 30, 2004, filed on August 16, 2004. Accordingly,
the accompanying 2004 condensed consolidated statement of operations have been
restated to give effect to these adjustments.

The adjustments included (1) a stock based compensation charge for "in the
money" options issued to employees (2) the recognition of additional value
allocated to warrants and an embedded conversion feature associated with the
April 2004 convertible debentures (an increase of the debt discount) and the
immediate amortization of such discount as a result of the Company's violation
of certain covenants of the April 2004 convertible debentures and (3) a
compensation charge to reflect the market value of common stock issued to
consultants for services rendered.

Following is a reconciliation of 2004 net loss as previously reported in the
Company's Form 10-QSB for the quarterly period ended June 30, 2004, filed on
August 16, 2004, to 2004 net loss as reported in the accompanying condensed
consolidated statement of operations.

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Three months           Six months
                                                                                  Ended                 Ended
                                                                              June 30, 2004         June 30, 2004
                                                                             ----------------      ----------------
<S>                                                                          <C>                   <C>
Net loss, as previously reported                                             $        425,014      $        682,581

Stock-based compensation                                                              260,000               260,000

Non cash interest related to April debentures                                         800,000               800,000

Stock issued for services                                                             277,500               277,500
                                                                             ----------------      ----------------

Net loss, per accompanying condensed consolidated statement of
operations                                                                   $      1,762,514      $      2,020,081
                                                                             ================      ================

Basic and diluted loss per share, as previously reported                     $          (0.03)     $          (0.04)
                                                                             ================      ================

 Basic and diluted loss per share, per the accompanying condensed
consolidated statement of operations                                         $          (0.11)     $          (0.13)
                                                                             ================      ================
</TABLE>

6.    OTHER ITEMS

(a) Advances to PCTI, PCTI-related entities and others

During the six month period ended June 30, 2005, pursuant to a series of loan
agreements, the Company loaned an additional $2,532,935 (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 7) 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 Creasy-$100,000; March 1, 2005 note with David
Creasy-$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 Creasy, one of the principals of IRL,
$625,000 evidenced by a promissory note. 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

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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. All
of the above loans issued during the quarter ended June 30, 2005 were cancelled
on July 15, 2005 upon the completion of the acquisition of certain assets of
IRL, PCTI, PCPP and C2C, with the exception of the March 28, 2005 note with
David Creasy in the amount of $625,000.

In February 2005 and April 2005, the Company advanced an aggregate of $620,000
and $320,000, respectively, towards the contemplated acquisition of an
additional 73% of Biofilm Strategies Corporation ("Biofilm"). Through an April
27, 2005 stock purchase agreement, the Company currently owns a 27% interest in
Biofilm (See Note 6c). 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 June 30, 2005:

      Raw Materials                     $  748,364
      Work in Process                       48,315
      Finished Goods                       304,450
                                        ----------

                                        $1,101,129
                                        ==========

(c) Investment in Equity Investee

On April 27, 2005, the Company purchased 359,000 shares of common stock (or 27%)
of Biofilm Strategies Corporation for an aggregate purchase price of $718,000.
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
adjusted by the Company's share of undistributed earnings or losses.

(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.

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(e) Agreement Default

On April 30, 2005, the prospectuses relating to resales of the Company's stock
by holders of securities who purchased in the April 2004 and July 2004 private
placements became stale. To date, the Company has not filed an amendment to the
registration statements of which these prospectuses form a part. Because certain
stockholders are not currently entitled to sell their shares pursuant to these
registration statements, the Company is in default of its obligations under the
Registration Rights Agreements entered into as part of the April 2004 and July
2004 private placements. As of June 30, 2005, the Company has accrued a $62,000
liability associated with this event. Damages and interest will continue to
accrue until the default is cured. The Company will file an amendment to these
registration statements as soon as reasonably practicable.

7.    SUBSEQUENT EVENTS

(a) Acquisition of pHarlo Assets:

In July 2005, the Company executed an Asset Purchase Agreement with PCTI, IRL,
PCPP and C2C 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 $62.7
million includes (i) approximately 19 million shares of the Company's common
stock valued at approximately $57 million, (ii) an approximate $1.9 million 3.4%
promissory note, (iii) approximately $1.4 million of cash and (iv) approximately
$2.4 million of cancelled promissory notes issued to the Company by the Selling
Companies and certain equity holders of the Selling Companies (see Note 6a).

The Asset Purchase Agreement will be recorded as a purchase transaction in
accordance with SFAS No. 141, "Business Combinations". The total purchase price
will be primarily allocated to patents and goodwill. The value of these
intangible assets and their respective amortization periods have yet to be
determined.

Following is an unaudited condensed combined balance sheet of the Selling
Companies as of March 31, 2005 (the latest date practicable). It is not
anticipated that the June 30, 2005 condensed combined balance sheet will be
materially different from the March 31, 2005 condensed combined balance sheet:

      Cash                                                    $   189,000
      Other current assets                                         52,000
                                                              -----------

      Total current assets                                        241,000

      Property and equipment                                      528,000
      License receivable                                          930,000
                                                              -----------

                                                              $ 1,699,000
                                                              ===========

      Accounts payable and accrued liabilities                $    89,000
      Notes payable, current portion                              937,000
      Unearned license fee                                      1,000,000
      Deferred revenue                                            385,000
                                                              -----------

      Total current liabilities                                 2,411,000

      Notes payable, less current portion                         152,000

      Common stock and members capital                          1,501,000
      Accumulated deficit                                      (2,365,000)
                                                              -----------

      Capital deficiency                                         (864,000)
                                                              -----------

                                                              $ 1,699,000
                                                              ===========

<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(b) Subsequent common stock issuances:

Through August 15, 2005, the Company issued an additional 19.4 million common
shares in connection with the following:

      Acquisition of pHarlo assets                              18,992,388
      Debenture conversions                                        440,000
      Warrants                                                      10,000
                                                                ----------

                                                                19,442,388
                                                                ==========

<PAGE>

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

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.

(a) 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 Call(TM), an
anti-microbial oral hygiene breath drink that utilizes the pHarlo technology and
has begun clinical testing of the technology in the poultry scalding process, as
discussed below, and in various seafood applications. The Company is continuing
its clinical research and hopes to develop future products using the process in
the pre-harvest and post-harvest food processing, oral care, skin care, pet
products, hangover remedy, alcohol abatement and water treatment 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, 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 license agreement for the
base patents associated with the pHarlo technology.

(i) RESULTS OF OPERATIONS

The Company incurred a net loss of approximately $3.7 million or $0.06 loss per
basic share for the three months ended June 30, 2005 compared to a net loss of
approximately $1.8 million or $0.11 loss per basic share for the three months
ended June 30, 2004 (see Note 5 to the condensed Consolidated Financial
Statements). The Company incurred a net loss of approximately $7.0 million or
$0.11 loss per basic share for the six months ended June 30, 2005 compared to a
net loss of approximately $2.0 million or $0.13 loss per basic share for the six
months ended June 30, 2004 (see Note 5 to the condensed Consolidated Financial
Statements). As of June 30, 2005, the Company had a deficit accumulated during
the development stage of approximately $14.8 million.

The loss incurred by the Company in the three and six months ended June 30, 2005
reflects the costs of additional financing, personnel and consulting required to
execute the Company's plans to develop products and related markets. Management
expenses, for the three and six months ended June 30, 2005, increased by
approximately $1.2 million and $2.0 million, respectively, over the same periods
in 2004, reflecting the addition of management to oversee the oral care, food
processing, cosmetic and pet product divisions. Professional fees for the three
and six months ended June 30, 2005, increased by approximately $1.4 million and
$2.9 million, respectively, over the same periods in 2004, due primarily to
non-cash charges of approximately $1.3 million and $2.5 million, respectively,
for stock options issued to consultants for services rendered. Product
development and marketing costs for the three and six months ended June 30,
2005, increased by approximately $289,000 and $351,000, respectively, over the
same periods in 2004, for marketing research, branding and promotion for the
Company's Close Call(TM) roll-out. 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 six month period ended June 30, 2005. Net
interest expense decreased by $825,000 and $788,000 for the three and six months
ended June 30, 2005, respectively, compared to the same periods in 2004
principally due to the write off in June 2004 of debt discount caused by our
default on certain covenants of the April 2004 convertible debentures private
placement.

<PAGE>

(ii) LIQUIDITY AND CAPITAL RESOURCES

Current Position

The Company's net cash used in operating activities during the six months ended
June 30, 2005 was approximately $4.9 million. Cash used in investing activities
during the three and six months ended June 30, 2005 was approximately $2.2
million and $5.2 million, respectively, principally representing $0.1 million
and $2.1 million, respectively, in cash advances to PCTI, PCPP, IRL, C2C and
principals of PCTI and IRL, advances and investments in Biofilm Strategies
Corporation ("Biofilm") of $1.0 million and $1.6 million, respectively, and
acquisition costs of $0.7 million and $1.0 million, respectively. During the
first quarter of 2005, the Company made cash advances represented in the
following promissory notes: January 10, 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 were 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. In addition to certain other notes, all of these notes were cancelled on
July 15, 2005 upon the completion of the acquisition of certain assets of PCTI,
IRL, PCPP and C2C. On March 28, 2005 the Company advanced to David Creasey, one
of the principles of IRL, $625,000, evidenced by a promissory note and secured
by options and stock that Mr. Creasey holds in the Company. This note was not
cancelled as a result of the acquisition.

During the quarter ended June 30, 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-$50,000, 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. All
of the above loans issued during the quarter ended June 30, 2005 were cancelled
on July 15, 2005 upon the completion of the acquisition of certain assets of
IRL, PCTI, PCPP and C2C.

In April 2005, the Company purchased from Electric Aquagenies Unlimited, Inc.
359,000 common shares of Biofilm Strategies Corporation, representing 27% of
Biofilm's outstanding common stock, for cash consideration of $718,000. In
addition, the Company advanced an additional $620,000 to the owners of the
remaining 73% of Biofilm's common stock, up from the 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's net cash provided by financing activities during six months ended
June 30, 2005 was approximately $168,000 principally from the exercise of
warrants.

As of June 30, 2005, the Company had approximately $4.3 million in cash and cash
equivalents, a current ratio of approximately 6-to-1, and a tangible book value
of approximately $0.17 per share (based on basic outstanding shares as of
year-end).

<PAGE>

During the second quarter of 2005, the Company was in violation of certain
covenants of its convertible debentures issued on April 30, 2004 and July 22,
2004. As a result of such violation, principal and accrued interest on
outstanding debentures became immediately due and payable at the option of
holders and, as a result, as of June 30, 2005, the Company has classified the
entire remaining principal balance in the amount of approximately $217,000 and
interest of approximately $101,000 as a current liability and has amortized the
debt discount associated with the remaining principal balance. The Company paid
all interest due on its existing notes in May 2005. In addition, the Company is
currently in default of certain of its obligations under two separate
registration rights agreements and, as of June 30, 2005, has accrued a $62,000
liability associated with these defaults. See note 6(e) to the condensed
Consolidated Financial Statements for more information.

(b) Forward-Looking Statements

The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expect," "plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004
under the caption "Risk Factors" and to which reference is hereby made and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

(c) Plan of Operations

Acquisition of pHarlo Assets

As we previously reported on a Form 8-K filed with the SEC on July 21, 2005,
Tasker Capital Corp. and its wholly owned subsidiary, Tasker Products IP
Holdings Corp. ("Tasker IP Holdings" and, together with Tasker Capital Corp.,
the "Buyers"), entered into an Asset Purchase Agreement (the "Purchase
Agreement") with IRL, PCTI, PCPP and C2C (together with IRL, PCTI and PCPP, the
"Selling Companies") on July 15, 2005. The purchase of the assets contemplated
by the Purchase Agreement was completed on the same day.

Pursuant to the Purchase Agreement, the Buyers purchased all of the functional
assets of the Selling Companies that relate to the Company's product lines and
fields of use. Included in the acquired assets were the following utility patent
applications. Such patent 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:

      o     Antimicrobial Composition for Pre-Harvest and Post-Harvest Treatment
            of Plants and Animals
      o     Skin Care Composition for Dermatological Disorders including burn
            and wrinkle creams (US Provisional Application)
      o     Oral Health Care Drink and Method for Reducing Malodors
      o     Antimicrobial Food Additive and Treatment for Cooked Food, Water and
            Wastewater
      o     Antimicrobial Processing Aid and Food Additive (US Provisional
            Application)
      o     Hangover Remedy and Alcohol Abatement Composition

In addition to purchasing the rights to the utility patent applications and
provisional patent applications described above, the Company also acquired the
working assets of IRL and C2C, which include the equipment, raw material and
inventory of their operations and all existing contracts, including C2C's
recently announced national distribution arrangement with WALCO International
for its UNIFRESH(TM) Footbath.

<PAGE>

As part of the consideration for the acquired assets, the Company issued
18,992,388 shares of its common stock (net of purchase price adjustments
totaling 677,662 shares) and issued and delivered to IRL a promissory note in
the principal amount of $1,931,973, paid $1,428,000 in cash and cancelled
certain promissory notes issued to the Company by the Selling Companies and
certain equity holders of the Selling Companies totaling approximately
$2,404,322. Two hundred thousand of the shares issued by the Company were issued
to White Sales and Marketing Inc. ("WSMI") in connection with certain claims
WSMI had against certain assets of PCTI. Within three business days following
the effectiveness of the registration statement covering the shares issued to
WSMI, WSMI is obligated to execute a release of all prior claims against PCTI
and the Company.

A majority of the shares issued will be subject to lock-up agreements, which
allow only a certain number of the shares to be eligible for resale over of the
course of the next two years in accordance with the vesting schedules contained
in the agreements. In addition, the vesting restrictions lapse upon the
occurrence of certain events. The holders of the shares also have registration
rights, which require the Company to file and have declared effective a
registration statement covering the resale of the shares within certain time
frames. To the extent that the Company is unable to meet these deadlines, the
Company will be required to pay liquidated damages.

In September 2004, the Company entered into Exclusive Field of Use and License
Agreements (the "License Agreements") with PCTI to use, sell, develop, market
and distribute products using the pHarlo technology for consumer deodorant
breath products, animal breath products, soft drink products, and products used
as post-harvesting processing aids for the poultry industry. Pursuant to the
License Agreements, the Company agreed to make royalty payments to PCTI based on
product sales. In conjunction with the License Agreements, the Company entered
into General Contracts for Products (the "Production Agreements") with IRL to
manufacture and sell to the Company concentrates for the products licensed by
PCTI. The proprietary pHarlo technology creates an environment in which hydrogen
protons attach to a single copper ion, suspending the copper ion indefinitely in
a liquid state. In this state of suspension, copper interferes with the cellular
growth of both anaerobic and facultative organisms by interfering with the
bacteria's respiration. The solution uses only ingredients that are on the
Federal GRAS (Generally Regarded As Safe) list. Pursuant to the Purchase
Agreement and the agreements described below, the License Agreements with PCTI
and the Production Agreements with IRL have been terminated by the parties.

In connection with the Purchase Agreement, the Company entered into a Patent and
Technology Sub-License Agreement, dated July 15, 2005 (the "Sub-License
Agreement"), with pHarlo IP, LLC ("pHarlo IP"), whereby pHarlo IP granted to
Tasker IP Holdings a royalty free 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.

<PAGE>

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").

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) a registration statement covering
the resale of the shares issued in connection with the acquisition must be
declared effective; (ii) the Company must enter into a lock-up and repurchase
right agreement relating to its Phitex equity interests, (iii) no change of
control of the Company shall have occurred, and (iv) no change in, or
resignation, removal, death or disability of, the Company's Chief Executive
Officer, President, or Chief Operating Officer shall have occurred. Under the
lock-up and repurchase right agreement, Phitex will retain the right to
repurchase our 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 Tasker IP Holdings under the Sub-License Agreement to
Tasker IP Holdings and Tasker IP Holdings will pay to Mr. Cummins the Base
License Royalty Payments.

Prior to this 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.

The Company intends to develop further applications using the pHarlo technology
in pre- and post-harvest food processing, skin care, oral care (including
hangover remedy and alcohol abatement), water purification and pet care
industries. Tasker is currently investigating the applicability of the pHarlo
technology to fishing boats, seafood farms, and commercial and retail seafood
processing, to inhibit bacteria from the point of origin to final processing,
and to prolong shelf life. Tests are currently in process at specific colleges
and universities to determine the efficacy of the pHarlo technology for a number
of applications within the Company's Fields of Use.

<PAGE>

Food Processing

The Company is in the process of developing applications in both the pre-harvest
and post-harvest 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, the USDA granted the Company permission to conduct
in-plant trial verification of the pHarlo technology subject to USDA protocol
review. The Company has conducted commercial scale test runs and, at the time of
the filing of this Form 10-QSB, has submitted its required notice to the USDA to
begin the in-plant commercial verification for final USDA approval of the pHarlo
technology as a processing aid. The Company expects to begin the in-plant
commercial verification phase in late August 2005. Upon the successful
completion of the commercial verification process, the Company expects to
receive final approval by the USDA, after which it would be able to enter into
contracts with poultry processors for the sale of the pHarlo technology in the
United States. There can be no assurance that Tasker will successfully complete
the commercial verification process. If Tasker does complete the commercial
verification process successfully, there can be no assurance that Tasker will
enter into such commercial contracts or, if it does, that such commercial
contracts will be profitable.

Tasker announced in February 2005 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 worldwide operations. Groupe Doux
recently completed the development of protocols necessary to conduct industrial
tests for European Union approval. The Company understands that Groupe Doux
expects to administer these tests and submit the results to the European Unit
regulators for approval this fall. Upon the successful completion of the
industrial test process, Groupe Doux has indicated to the Company that it
expects to receive approval from the European Union, after which it anticipates
utilizing the pHarlo technology in its poultry processing plants, worldwide.
There can be no assurance that the industrial test conducted by Groupe Doux will
be successfully completed. If Groupe Doux does complete the industrial testing
process successfully, 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.

The Company is also currently marketing pre-harvest applications of the pHarlo
technology through its new subsidiary, Coast to Coast, the assets of which the
Company acquired in the asset acquisition. Coast to Coast currently markets
Unifresh(TM) Pen Spray concentrate for use with poultry to reduce breast and
foot blisters, Unifresh(TM) Egg Wash concentrate to reduce salmonella on eggs,
Unifresh(TM) Footbath concentrate for treatment of hairy warts and foot rot in
dairy cows, Unifresh(TM) Manure Pit concentrate to control foul odors from deep
manure pits and storage ponds, Unifresh(TM) Drinking Water concentrate for use
in reducing E.coli and salmonella in animal drinking water sources, Unifresh
(TM) Swine treatment concentrate to reduce smells and bacteria in swine pens and
Unifresh(TM) P.F.V.T. concentrate for processing, treating and washing produce,
fruit and vegetables. Prior to the Company's acquisition of C2C's assets, C2C
announced that it had reached agreement with WALCO International, a leading
provider of animal health products and services, to distribute C2C's
Unifresh(TM) Footbath. We believe that this arrangement will be worth in excess
of $25 million, annually. The Company is also in the process of conducting
studies at three universities to test catfish, finfish and shellfish to
determine shelf life extensions on sea food processes using the pHarlo
technology. The Company expects to have its preliminary testing completed early
in the fourth quarter of 2005 with commercial trials to follow shortly
thereafter. The Company already has FDA approval for these seafood applications
and no further regulatory approvals are needed.

With the completion of the acquisition, Tasker expects to have the ability to
treat animals, feed, pens, waste and water for bacteria reduction prior to
slaughter. The Company believes that the pHarlo technology is highly synergistic
with the current food processing technology for poultry, meat and seafood.
Through the Company's association with Dr. Scott Russell, it believes that the
technology developed by Dr. Russell's company, Biofilm Strategies, holds a great
deal of promise, particularly regarding its effectiveness against listeria.
Biofilm's proprietary technology is designed to eradicate biofilms, a protective
coating that forms on listeria and other pathogens making them resistant to
traditional remedies of eradicating bacteria. As discussed above, in April 2005,
the Company purchased a 27% equity interest in Biofilm. The Company continues to
negotiate the purchase of the remaining 73% of Biofilm's common stock.

<PAGE>

Oral Care

Tasker began test marketing its oral hygiene drink, Close Call(TM) during the
first quarter of 2005. Close Call(TM) is marketed as the world's first
clinically proven anti-microbial oral hygiene breath drink that eliminates odors
from tobacco, garlic, onion and alcohol and removes germs and bacteria that
cause bad breadth. The Company began distributing the product in the New England
states and has extended its distribution throughout New York State, Ohio,
Delaware, Pennsylvania, Florida, Arizona, California and Canada, and is on
target to complete a nationwide rollout of the product by the end of the summer.
The Company also reformulated Close Call(TM) during the second quarter to
enhance its efficacy by making formulation adjustments and capitalizing on
improved water purity due to higher quality water purification equipment at its
manufacturing plant in Conroe, Texas. The Company believes that the new formula
is 35% more effective than its predecessor and has delayed the launch of Close
Call(TM) in certain markets to ensure the improved product is introduced in
place of the older formulation. The Company has also experienced some production
delays as a shipment of bottles was deemed to be slightly off specification and
the shipment had to be returned to the bottle manufacturer.

The Company intends to add "Hangover Remedy" copy to its list of attributes on
the product's label shortly, as a result of retailer input and to capitalize on
the rapidly growing hangover remedy market. There are currently over 50 hangover
products on the market, with eleven new products introduced in 2004 alone. Most
all of these products are in pill form with charcoal and calcium carbonate being
the primary ingredients. The Company believes that emphasizing this additional
attribute will broaden the market for Close Call(TM). In conjunction with this
positioning change, the Company intends to begin rolling out Close Call(TM) with
major retail chains in the drug, convenience, supermarket and mass channels with
shipments beginning during the balance of this year.

In addition, Tasker is currently working on plans to implement a major
advertising campaign in certain metropolitan areas that is expected to begin
late in the third quarter 2005.

Pet Products

Starting early this year, Tasker began developing and testing pet oral care and
grooming products based on the pHarlo technology. According to American Pet
Products Manufacturers Association (APPMA), the rising concern of pet's oral
health in recent years has pushed the category up to $425 million in retail
sales, a 13% increase in 2004. Tasker's Pet Breath Spray, Breath Concentrate and
Breath Drops intend to provide an effective and turn key solution for pet
owners, and promote long term oral health for pet. In addition, Tasker has also
developed pHarlo technology-based anti-itch pet shampoo and creme rinse. These
grooming products help relieve skin irritations for pets, one of the most common
complaints by pet owners, according to APPMA. The Company is now in the final
stages of product testing including in-home use, and anticipates commencing
retailer presentations shortly.

Cosmetics (Skin Care)

The Company has formulated a variety of cosmetic applications and is in the
process of finalizing protocols for a host of product tests with a leading
plastic surgeon, several dermatologists and certain testing facilities
specializing in cosmetic research and development. Preliminary results have
demonstrated that the pHarlo technology significantly enhances current
anti-aging technology, primarily through the ability to deliver key ingredients
to the sub-dermal layer of the skin. Tasker chemists have developed a full line
of cosmetic products including anti-aging day and night creams, along with a
full line of hand and facial moisturizers. Products currently in development for
cosmetics also include skin toners and skin cleaners.

Other applications in the final stages of development include a burn cream that
the Company believes dramatically reduces pain from most common burns and
promotes healing. Line extensions from the burn cream may include a sunburn
cream that is believed to have superior performance characteristics to existing
products in the marketplace.

The Company believes that cash on hand and cash flows from operations will
provide sufficient working capital to meet its base business objectives.
However, there may be circumstances that could accelerate the Company's use of
capital, including but not limited to, its ability to implement a profitable
business model, accelerated business growth, expedited product development and
expanded marketing campaigns that may require additional working capital beyond
the Company's existing capital resources. If this occurs, the Company, may from
time to time, incur indebtedness or issue, in public or private transactions,
equity or debt securities. There can be no assurance that suitable debt or
equity financing will be available to the Company.

<PAGE>

(d) 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 (including
hangover remedy and alcohol abatement), water purification and pet care
industries. In addition, and as discussed above, the Company retains the Right
of First Refusal of any new products (outside of the Fields of Use) developed by
pHarlo IP. The Company is currently conducting tests of the pHarlo technology
for applications in the seafood, water purification, alcohol abatement, burn
cream, and wrinkle cream industries. 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 for its shareholder base.
The Company intends to take into consideration any and all strategies that will
maximize shareholder value.

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:

<TABLE>
<CAPTION>
                                  2005           2006           2007           2008           2009
                                ---------      ---------      ---------      ---------      ---------
<S>                             <C>            <C>            <C>            <C>            <C>
Royalty payments                        0              0              0              0              0
R&D fees                          100,000        350,000      1,500,000      4,000,000      8,000,000
Consulting agreements             101,000         48,000         22,000
Employment agreements           1,157,000      1,190,000      1,133,000         10,000
Notes Payable Shareholders                                      475,000
Convertible Debentures                                          195,000
                                ---------      ---------      ---------      ---------      ---------

Total                           1,358,000      1,588,000      3,325,000      4,010,000      8,000,000
                                =========      =========      =========      =========      =========
</TABLE>

During the term of the Sub-License Agreement, pHarlo IP has agreed to provide to
the Company and Tasker IP Holdings 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 16, 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 was previously manufactured by IRL (and which, after the acquisition, is
manufactured by the Company). 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.

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 and Tasker IP Holdings 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 Tasker IP Holdings, Tasker IP Holdings 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.

<PAGE>

(e) 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.

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 are 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 on 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. During our second fiscal quarter, the Company failed to
file Current Reports on Form 8-K to report the entry into material definitive
agreements (certain of which were also reportable under other Items on the Form
8-K). The Company has disclosed those agreements in this Quarterly Report and
has taken steps to ensure that the execution or amendment of material contracts
in the future is reported in a timely manner on Form 8-K, including increased
communications of the rules governing the Company's disclosure obligations and
tighter integration of our reporting requirements with operations of the
business.

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 Company has already instituted, and is
continuing to implement, corrective actions with respect to the material
weakness. Substantial remediation of the reported material weakness is expected
to be completed by the end of the third quarter of 2005. 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.

<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.

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

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

Item 3. Defaults Upon Senior Securities

See Part I, Item 2 - Management's Discussion and Analysis or Plan of Operations
- Liquidity and Capital Resources, for a discussion of current defaults under
our convertible debentures.

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 June 30, 2005.

Item 5. Other Information.

See Part I, Item 2 - Management's Discussion and Analysis or Plan of Operations
- Liquidity and Capital Resources, Current Position, for a discussion of
promissory notes entered into in the second quarter of 2005.

On May 12, 2005 the state of Connecticut approved the companies fictitious name
change permitting Tasker Capital Corp. to operate under the fictitious firm name
of Tasker Products.

On August 10, 2005, the Company amended the employment agreements of each of
Messrs. Robert P. Appleby and James Burns. Under the terms of both of these
amendments, the potential annual bonus of each of Mr. Appleby and Mr. Burns will
be determined by the discretion of the Compensation Committee of the Company's
Board of Directors. This amendment reflects the terms agreed to by each of Mr.
Appleby and Mr. Burns and the Company's Board of Directors, upon the review by
and recommendation of the Compensation Committee 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.

                                   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.

                                                By: /s/ Robert P. Appleby
                                                    ----------------------------
                                                    Robert P. Appleby
                                                    Chief Executive Officer

August 15, 2005

<PAGE>

                                  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.

10.46       Loan Agreement by and between Pharlo Citrus Properties Partnership,
            LLLP and Tasker Capital Corp., dated April 20, 2005.

10.47       Loan Agreement by and between Pharlo Citrus Properties Partnership,
            LLLP and Tasker Capital Corp. dated May 19, 2005.

10.48       Loan Agreement by and between Pharlo Citrus Properties Partnership,
            LLLP and Tasker Capital Corp. dated June 14, 2005.

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

10.50       Loan Agreement by and between Coast to Coast Laboratories LLC and
            Tasker Capital Corp. dated May 25, 2005.

10.51       Loan Agreement by and between Coast to Coast Laboratories LLC and
            Tasker Capital Corp. dated June 29, 2005.

10.52       Loan Agreement by and between Pharlo Citrus Technologies and Tasker
            Capital Corp. dated May 11, 2005.

10.53       Loan Agreement by and between Pharlo Citrus Technologies and Tasker
            Capital Corp. dated May 27, 2005.

10.54       Loan Agreement by and between Pharlo Citrus Technologies and Tasker
            Capital Corp. dated June 2, 2005.

10.55       Loan Agreement by and between Pharlo Citrus Technologies and Tasker
            Capital Corp. dated June 14, 2005.

10.56       Loan Agreement by and between Pharlo Citrus Technologies and Tasker
            Capital Corp. dated June 27, 2005.

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

10.58       Loan Agreement by and between Indian River Labs and Tasker Capital
            Corp. dated June 29, 2005.

10.59       Stock Purchase Agreement between Electric Aquagenies Unlimited, Inc.
            and Tasker Capital Corporation dated April 22, 2005.

<PAGE>

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.

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.