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

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 For the quarterly period ended March 31, 2005

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

           For the transition period from ___________to_______________

             Commission file number _______________________________

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

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

             39 Old Ridgebury Road-Suite 14, Danbury, CT 06810-5116
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                    (Address of principal executive offices)

                                 (203) 730-4350
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                           (Issuer's telephone number)

                      100 Mill Plain Road, Danbury CT 06811
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         (Former name, former address and former fiscal year, if changed
                               since last report)


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

                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: 65,187,162 shares of Common stock as
of May 13, 2005.

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

<PAGE>

                                EXPLANATORY NOTE

This amendment No. 1 to the quarterly report on Form 10-QSB/A hereby amends
Tasker Capital Corp.'s quarterly report on Form 10-QSB for the period ended
March 31, 2005, which was filed on May 16, 2005 (the "Original Filing"). This
amendment No. 1 is being filed for the purpose of amending and restating Item 2
of Part I, to correct certain information provided in the Original Filing.
Specifically, the language stating, "Tasker anticipates that it will raise the
money for a portion of the consideration prior to closing (the purchase of
certain assets of PCT, IRL, pHarlo Citrus Properties Partnership, LLP and Coast
to Coast)" has been removed. The Company issued a press release, shortly after
the original filing, correcting this misstatement and further announced that
Company management currently had no plans to raise money, nor believed it will
need to raise additional money in the foreseeable future. Item 6 of Part II has
also been amended to reflect the inclusion of updated certifications of Mr.
Robert Appleby, Chief Executive Officer, and Mr. Robert Jenkins, Chief Financial
Officer, filed as Exhibits 31.1 and 31.2 to this amendment No. 1.

The other Items of the Original Filing are unaffected by the changes described
above and have not been amended in this Amendment No. 1 on Form 10-QSB/A to the
Quarterly Report. All information in this amendment No. 1 on Form 10-QSB/A to
the quarterly report is as of the date of the Original Filing and does not
reflect any subsequent information or events occurring after the date of the
Original Filing and does not modify or update the disclosures in the quarterly
report on Form 10-QSB as filed in any way except with regard to the specific
modifications described in this Explanatory Note. Accordingly, this amendment
No. 1 on Form 10-QSB/A to the Quarterly Report should be read in conjunction
with our filings made with the Securities and Exchange Commission subsequent to
the filing of the Original Filing, including any amendments to those filings.

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

                         PART I -- FINANCIAL INFORMATION

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

(a)   General Overview

Tasker is a manufacturer, distributor and marketer of products using a licensed
patented process that utilizes a highly charged, 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 markets Close
Call(TM), an anti-microbial oral hygiene breath drink and has begun clinical
testing of its licensed technology in the poultry scalding process, as discussed
below. The Company is continuing its clinical research and hopes to develop
future products using the licensed process in the pre-harvest and post-harvest
food processing, oral care, skin care, pet products, hangover remedy, alcohol
abatement and water treatment industries.

(i)   RESULTS OF OPERATIONS

The Company incurred a net loss of approximately $3.3 million or $0.06 per basic
share for the quarter ended March 31, 2005 compared to a net loss of
approximately $258,000 or $0.02 per basic share for the quarter ended March 31,
2004. As of March 31, 2005, the Company had a deficit accumulated during the
development stage of approximately $11.1 million.

The heightened loss incurred by the Company in the first quarter of 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 increased by approximately $783,000 reflecting the addition of senior
management to oversee the oral care, food processing, cosmetic and pet product
divisions. Professional fees increased by approximately $1.5 million due
primarily to a charge of approximately $1.3 million for stock options issued to
consultants for services rendered. Professional fees also increased as a result
of consultant fees associated with gaining regulatory approval for its poultry

<PAGE>

processing product; legal fees for intellectual property reviews and due
diligence support in the Company's effort to acquire certain assets of pHarlo
Citrus Technologies, Inc. ("PCT"), Indian River Labs, LLC ("IRL"), Pharlo Citrus
Properties Partnership, LLLP and Coast- to- Coast Laboratory, LLC ("Coast to
Coast"); additional product development and marketing costs of approximately
$57,000 for marketing research, branding and promotion for its 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.
Interest expense also increased to approximately $67,000 from approximately
$30,000 for the 3-month period during 2004, primarily as a result of the accrual
of interest due on the convertible debentures issued by the Company during 2004.

(ii)  LIQUIDITY AND CAPITAL RESOURCES

Current Position

The Company's net cash used in operating activities during the three months
ended March 31, 2005 was approximately $1.9 million. Cash used in investing
activities during this period was approximately $3.0 million representing cash
advances against payments due PCT and IRL principals under the contemplated
acquisition agreement with PCT, IRL and Coast to Coast. These cash advances are
represented in the following promissory notes: January 10, 2005 note with Barry
Cummins-$250,000 (exhibit 10.30); January 3, 2005 note with David
Creasy-$100,000 (exhibit 10.31); March 1, 2005 note with David Creasy-$150,000
(exhibit 10.32); January 10, 2005 note with David Dickinson-$100,000 (exhibit
10.33) and March 4, 2005 note with David Dickinson-$150,000 (exhibit 10.34). In
addition, three $100,000 loans and one $75,000 loan were advanced to Pharlo
Citrus Properties Partnership, LLLP as promissory notes on January 20, 2005
(exhibit 10.35), February 15, 2005 (exhibit 10.36), March 7, 2005 (exhibit
10.37) and March 31, 2005 (exhibit 10.38), 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 Coast to Coast on March 3,
2005 (Exhibit 10.39). On March 28, 2005 the Company advanced to David Creasey,
one of the principles of IRL, in the form of a promissory note $625,000 secured
by Company options and stock (exhibit 10.40).

In February 2005, the Company advanced an aggregate of $620,000 towards the
contemplated acquisition of 73% of Biofilm Strategies Corporation. Additionally,
in April 2005, the Company advanced an additional aggregate of $320,000 to the
owners of the remaining 73% of BioFilm as an advance on the Company's
contemplated acquisition of additional common shares of BioFilm. 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 from financing activities was approximately
$128,000 principally from the exercise of warrants.

As of March 31, 2005, the Company had approximately $9.4 million in cash and
cash equivalents, a current ratio of approximately 6-to-1, and a tangible book
value of approximately $0.22 per share (based on basic outstanding shares as of
year-end).

The Company is 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 March 31, 2005, the
Company has classified the entire remaining principal balance in the amount of
approximately $387,000 and interest of approximately $161,000 as a current
liability and has amortized the debt discount associated with the remaining
principal balance. The Company intends to pay all interest due on its existing
notes in May 2005.

(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,"

<PAGE>

"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 10KSB for the year ended December 31, 2004
under the caption "Risk Factors" and to which reference is 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


In February 2005, the Company formed five wholly-owned subsidiaries for each
respective product line and one for its manufacturing operations.


In late 2002, the Company entered into an Exclusive License Agreement (the
"License Agreement") with PCT to use, sell, develop, market and distribute
products using its proprietary, patented technology for consumer oral care, food
processing, pet products, and skin care. Pursuant to the License Agreement, the
Company agreed to make royalty payments to PCT based on product sales and issued
warrants to PCT's stockholders to purchase an aggregate of 300,000 shares of the
Company's common stock. In conjunction with the License Agreement, Tasker
entered into a Production Agreement with IRL, a privately held manufacturing
corporation affiliated with PCT, to manufacture and sell to the Company
concentrates for the products licensed by PCT.


The proprietary technology - pHarlo - 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.


In September 2004, the Company entered into a worldwide exclusive field of use
license agreement with PCT that entitles it to receive sufficient quantities of
the pHarlo concentrate as it considers necessary to satisfy customer demand in
the product ranges of post-harvest food processing, oral care, skin care and pet
products. In accordance with the agreement, IRL will supply directly to Tasker,
or its designees, the pHarlo concentrate for which PCT will receive payment
based on a mutually agreed upon volume price.


On February 22, 2005, the Company announced a letter of intent to purchase
certain assets of PCT, IRL, Pharlo Citrus Properties Partnership, LLLP and PCT's
marketing affiliate, Coast- to- Coast (collectively, the "Sellers"). The
negotiation of this transaction is ongoing, and at closing, certain of the
following terms may be changed to reflect the ongoing negotiations. As presently
structured, if this transaction is consummated, the Company will purchase
certain assets from the Sellers, including sublicenses for the base patents and
assignments of the U.S. and foreign patent applications listed below. The owner
of the base patents has licensed exclusive rights for certain applications under
the patents to PCT, and PCT has assigned those rights to a wholly-owned
subsidiary ("pHarlo IP, LLC"). The Company anticipates that pHarlo IP, LLC will
sublicense said rights to certain applications of the base patents to the
Company. At closing, in connection with this transaction but pursuant to a
separate agreement, Tasker will own approximately 20% of the equity of a holding
company, which will in turn own all of pHarlo IP, LLC. Under the terms of the
proposed acquisition, the Company will have exclusive rights in the following
fields of use for the base patents: pre-harvest and post-harvest food
processing, oral care, skin care, pet products, hangover remedy, alcohol
abatement and water treatment, as well as a right of first refusal to all new
products outside of these fields of use developed by pHarlo IP, LLC. If and when
the Company completes the proposed acquisition of certain assets of the Sellers,
the volume priced payments and/or royalty payments to PCT and IRL will cease.

The consideration payable to Sellers by Tasker in the transaction will consist
of cash and stock. At closing, the consideration will be adjusted by a sum, as
yet undetermined, that will be paid to Sellers by Tasker in connection with an
expected tax liability. Tasker anticipates that the consideration will be
comprised of approximately $2,200,000 in cash and the issuance by Tasker to the
sellers of approximately 19,670,000 shares of Tasker common stock. At the

<PAGE>

closing, the amount of stock to be issued will be reduced by purchase price
adjustments, which presently consist of approximately 400,000 shares
representing operating costs advanced to Sellers, and the tax payment. A portion
of the shares of Tasker common stock issued to Sellers will be issued pursuant
to the terms of restricted stock agreements providing for the lapse of
restrictions over a two year period or earlier if certain revenue growth
milestones are achieved or if other events occur, such as the departure from the
Company of certain key executives. It is anticipated that approximately twenty
percent of the common stock issued to the selling entities will be registered,
so as to enable resales by Mr. Cummins. In addition, Tasker will offer
employment contracts through May 15, 2007 to each of IRL's, Coast to Coast's,
Pharlo Citrus Properties Partnership, LLLP's and PCT's employees at agreed upon
salaries to ensure their continued participation in the combined company.
Importantly, the completion of the transaction is subject to approval by
Tasker's Board of Directors, completion of satisfactory due diligence by Tasker,
and the negotiation of definitive transaction documents. Tasker began its
business due diligence late in the fourth quarter of 2004 and legal due
diligence began during the first quarter of 2005. The Company expects the
transaction to be completed during the second quarter of the current year.

In September 2004, the Company also entered into a Partnership Agreement with
Wynn Star Specialty Flavors LLC ("Wynn Starr"), a leading supplier of culinary
ingredients and technology to the food industry, to assist in marketing the
Company's licensed technology to the poultry processing industry. Under the
terms of the Partnership Agreement, Wynn Starr will use its extensive
relationships in the poultry processing industry to market the Company's
licensed technology in consideration for the right to produce the final product
to be supplied to the consumer using the concentrated solution manufactured by
Indian River. During the first quarter of 2005, the USDA granted the Company
permission to conduct in-plant commercial verification of its technology for use
in poultry processing. This permission is significant to the Company because it
allows the poultry processors to sell to consumers the birds involved in the
verification process. Without such approval, the birds would be destroyed and
the cost would have been absorbed by Tasker. Since the commercial verification
requires testing at full production and involves a large number of birds the
associated costs can be significant. Upon the successful completion of the
commercial verification process, the Company expects to receive final approval
by the USDA and then would be able to enter into contracts with poultry
processors for the sale of its pHarlo technology. 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 also began selling 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 plans to complete a nationwide rollout of the product during the
summer. The Company has experienced significant demand for Close Call during its
initial rollout. The Company began shipping Close Call on February 24, 2005 and
sold approximately 44,400 bottles by March 31, 2005, generating $60,875 in net
revenue.


On March 21, 2005, Tasker announced that intended to market its pet shampoo and
pet breath spray through Mayfair Sales, the sales and distribution company with
the license for The Sock Puppet brand. Mayfair Sales intends to distribute
Tasker's pet products to approximate 700 stores, nationwide. The Company intends
to develop additional products for pets using the pHarlo technology.


The Company intends to develop further applications using the pHarlo technology
in post-harvest food processing, skin care, water purification and pet care
industries and, upon the successful completion of its acquisition of certain
assets of pHarlo, Indian River and Coast to Coast, it also intends to develop
applications in pre-harvest food processing and water purification. The Company
is currently investigating the applicability of the pHarlo technology to fishing
boats, seafood farms, commercial and retail seafood processing, to inhibit
bacteria from the point of origin to final processing, and prolong shelf life.
Tasker will also explore other applications for the pHarlo technology for which
it can develop products and markets.


PCT holds an exclusive license to the base patents for the underlying pHarlo
technology (U.S. patent nos. 5,989,595 and 6,242,011) PCT has also filed an
additional 10 U.S. and foreign patent applications for the following uses:

<PAGE>

<TABLE>
<CAPTION>
<S>                                                  <C>
o        Antimicrobial Processing Aid and Food       o        Antimicrobial Composition for
         Additive                                             Pre-Harvest and Post-Harvest Treatment
                                                              of Plants and Animals

o        Oral Health Care Drink and Method for       o        Hangover Remedy and Alcohol Abatement
         Reducing Malodors                                    Composition

o        Skin Care Composition for Dermatological    o        Antimicrobial Processing Aid and Food
         Disorders                                            Additive (ice, water, shellfish, etc.)

o        Antimicrobial Wastewater Treatment          o        Antimicrobial agent

o        UNIFRESH (antimicrobial sprays, baths,      o        Alcohol Hangover Remedy
         washes for animals, pens)

o        Oral Health Care Drink for Mouth Sores      o        Antimicrobial Treatment for
         and Canker Sores                                     Contaminants on Cooked Food
</TABLE>

With the pending acquisition of certain assets of the Sellers, Tasker expects
have the ability to treat animals, feed, pens, waste and water for bacteria
reduction prior to slaughter. The Company believes that this technology is
highly synergistic with the current food processing technology for poultry, meat
and seafood. In order to complete the loop and have the ability to control
pathogens on cooked food and plant and equipment, the Company is reviewing a
variety of technologies, including developing a derivative of the pHarlo
technology. The Company focused on listeria, due to the lack of any known
process to treat these bacteria. Through the Company's association with Dr.
Scott Russell, the Company believes that the technology developed by Dr.
Russell's company, Biofilm Strategies Inc., holds a great deal of promise,
particularly regarding its effectiveness against Listeria. Biofilm Strategies
Corporation'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,. On April 27, 2005,
the Company purchased 359,000 common shares, a 27 % equity interest, in Biofilm
Strategies Corporation from Electric Aquagenics Unlimited, Inc. for seven
hundred eighteen thousand dollars ($718,000).

The Company believes it has sufficient working capital to meet its business plan
over the next 12 months and does not anticipate needing any additional external
funding at this time.


(d)   Future Operations


      The Company intends to further develop applications using the pHarlo
technology in the food processing, skin care, water purification and pet care
industries. It also will consider other unique technologies for which it can
develop products and markets. In February 2005, the Company formed five
wholly-owned subsidiaries for each respective product line and one for its
manufacturing operations. Although the Company's objective is to develop and
cultivate markets for each product with the goal of generating net profits, its
current structure supports 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 is as follows:

<TABLE>
<CAPTION>
                                             2005             2006              2007             2008              2009
                                         --------------   --------------    -------------    --------------    -------------
<S>                                      <C>              <C>               <C>              <C>               <C>
License agreements                             614,000        4,664,000        4,826,000         4,995,000        5,170,000
Consulting agreements                           84,000           24,000           22,000
Employment agreements                        1,157,000        1,190,000        1,133,000            10,000
Notes Payable Shareholders                                                       525,000
Convertible Debentures                                                           169,000
                                         --------------   --------------    -------------    --------------    -------------

Total                                        1,855,000        5,878,000        6,675,000         5,005,000        5,170,000
                                         ==============   ==============    =============    ==============    =============
</TABLE>

<PAGE>

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.


                          PART II -- OTHER INFORMATION

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




June 14, 2005

<PAGE>

                                  Exhibit Index


10.30 Promissory note by Barry Cummins to Tasker Capital Corp., dated January
      10, 2005.*

10.31 Promissory note by David Creasy to Tasker Capital Corp., dated January 3,
      2005.*

10.32 Promissory note by David Creasy to Tasker Capital Corp., dated March 1,
      2005.*

10.33 Promissory note by David Dickinson to Tasker Capital Corp., dated January
      10, 2005.*

10.34 Promissory note by David Dickinson to Tasker Capital Corp., dated March 4,
      2005.*

10.35 Loan Agreement by and between Pharlo Citrus Properties Partnership, LLLP
      and Tasker Capital Corp., dated January = 20, 2005.*

10.36 Loan Agreement by and between Pharlo Citrus Properties Partnership, LLLP
      and Tasker Capital Corp., dated February = 15, 2005.*

10.37 Loan Agreement by and between Pharlo Citrus Properties Partnership, LLLP
      and Tasker Capital Corp., dated March 7, = 2005.*

10.38 Loan Agreement by and between Pharlo Citrus Properties Partnership, LLLP
      and Tasker Capital Corp., dated March = 31, 2005.*

10.39 Loan Agreement by and between Coast to Coast and Tasker Capital Corp.,
      dated March 3, 2005.*

10.40 Promissory Note by David Creasy to Tasker Capital Corp., dated March 28,
      2005.*

10.41 February 3, 2005 sale of promissory note by Philip Georgas to Tasker
      Capital Corp. in the sum of $49,950 plus interest and services for 32,272
      restricted common shares at US $1.65 share.*

10.42 Employment agreement between Tasker Capital Corp. and Mr. Richard Weiner
      dated April 12, 2005.*

10.43 Amendment No. 1 to Executive Employment Agreement, dated May 16, 2005,
      between Tasker Capital Corp. and Robert P. Appleby.*

10.44 Amendment No. 1 to Executive Employment Agreement, dated May 16, 2005,
      between Tasker Capital Corp. and James Burns.*

10.45 Amendment No. 1 to Executive Employment Agreement, dated May 16, 2005,
      between Tasker Capital Corp. and Robert D. Jenkins.*

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.**

*Previously filed with the Company's Quarterly Report on 10-QSB for the quarter
ended March 31, 2005, filed on May 16, 2005.
**Filed herewith.