---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-QSB/A

Amendment No. 1



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|x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



| ̈ | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
|- | --------------------------------------------------------------------------------



For the transition period  to



Commission File Number 0-32019



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TASKER CAPITAL CORP.

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



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Nevada                                                         |  | 88-0426048                       
|(State or other Jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|39 Old Ridgebury Road  Suite 14 Danbury, CT                   |  | 06810-5116                       
|(Address of principal executive offices)                       |  | (Postal or Zip Code)             



Issuers
telephone number, including area code: (203) 730-4350





(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days ̈Yes    x  No



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



State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 41,256,813 SHARES OF $0.001 PAR VALUE COMMON STOCK OUTSTANDING AS OF NOVEMBER
4, 2004.



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---

Explanatory Note



This amended Quarterly Report on Form 10-QSB/A restates the Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004. The aggregate effect of this restatement has no impact on the December 31, 2004 Audited Consolidated Financial Statements of the Company as reported in its Form 10-KSB filed April 16, 2005. The quarter ended
September 30, 2004 restatement reflects the following adjustments to income: (1) a stock based compensation charge for in the money options issued to employees, (2) the recognition of value allocated to warrants and an
embedded conversion feature associated with convertible debentures issued in April 2004 and July 2004 (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 and July 2004 convertible debentures and (3) a compensation charge to reflect the market value of common stock issued to consultants for services rendered. A full description of the restatement can be found in Note 4 to the
Unaudited Consolidated Financial Statements. We have not modified or updated the disclosures in the original Quarterly Report on Form 10-QSB except as required to give effect to the restatement and with respect to Item 4. As a result, this
amended Quarterly Report on Form 10-QSB/A contains forward-looking information that has not been updated for events subsequent to the date of the original filing, and all information contained in this amended Quarterly Report on Form 10-QSB/A and
the original Quarterly Report on Form 10-QSB is subject to updating and supplementing as provided in the periodic reports that we have filed and will file with the Securities and Exchange Commission after the original filing date of the Quarterly
Report on Form 10-QSB.



PART 1  FINANCIAL
INFORMATION



Item 1. Financial Statements



The accompanying unaudited financial statements have been prepared in accordance with the
instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows and
stockholders equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included
and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that can be expected for the year ending December 31, 2004.



---

TASKER CAPITAL CORP.

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER
30, 2004

(Unaudited)

(Stated in U.S. Dollars)



---

TASKER CAPITAL CORP.

(A Development Stage Company)



CONSOLIDATED BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)



|                                                                                                  |  |                    |            |   |                   |   |            |  
|------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                  |  | September 30, 2004 |            |   | December 31, 2003 |  
|ASSETS                                                                                            |  |                    |            |   |                   |   |            |  
|Current                                                                                           |  |                    |            |   |                   |   |            |  
|Cash                                                                                              |  | $                  | 1,192,788  |   |                   | $ | 33,479     |  
|Current portion of notes receivable                                                               |  |                    | 17,180     |   |                   |   | 16,304     |  
|Prepaid expenses                                                                                  |  |                    | 380,941    |   |                   |   | 60,140     |  
|Prepaid royalties                                                                                 |  |                    | 85,000     |   |                   |   | 65,000     |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  |                    | 1,675,909  |   |                   |   | 174,923    |  
|                                                                                                  |  |                   
|Notes Receivable                                                                                  |  |                    | 262,965    |   |                   |   | 175,961    |  
|Equipment, net                                                                                    |  |                    | 87,761     |   |                   |   | 2,255      |  
|Lease Deposit, net                                                                                |  |                    | 5,991      |   |                   |   |            |  
|License                                                                                           |  |                    | 182,673    |   |                   |   | 191,103    |  
|Website Development Costs, net                                                                    |  |                    | 2,292      |   |                   |   | 3,667      |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  | $                  | 2,217,591  |   |                   | $ | 547,909    |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|LIABILITIES                                                                                       |  |                    |            |   |                   |   |            |  
|Current                                                                                           |  |                    |            |   |                   |   |            |  
|Convertible Debenture Note                                                                        |  | $                  | 1,647,674  |   |                   | $ |           |  
|7 % Convertible Debentures                                                                        |  |                    | 397,000    |   |                   |   |            |  
|Accounts payable and accrued liabilities                                                          |  |                    | 162,584    |   |                   |   | 85,896     |  
|Due to related parties                                                                            |  |                    |            |   |                   |   | 55,000     |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  |                    | 2,207,258  |   |                   |   | 140,896    |  
|                                                                                                  |  |                   
|Non-current                                                                                       |  |                    |            |   |                   |   |            |  
|Notes Payable                                                                                     |  |                    | 439,709    |   |                   |   | 386,161    |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  | $                  | 2,646,967  |   |                   | $ | 527,057    |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|SHAREHOLDERS DEFICIENCY                                                                          |  |                    |            |   |                   |   |            |  
|Share Capital                                                                                     |  |                    |            |   |                   |   |            |  
|Authorized:                                                                                       |  |                    |            |   |                   |   |            |  
|300,000,000 common shares, par value $0.001 per share at September 30, 2004 and December 31, 2003 |  |                    |            |   |                   |   |            |  
|Issued and Outstanding:                                                                           |  |                    |            |   |                   |   |            |  
|28,103,495 at September 30, 2004 and 14,510,800 at December 31, 2003                              |  |                    | 28,104     |   |                   |   | 14,511     |  
|Additional paid-in capital                                                                        |  |                    | 5,833,798  |   |                   |   | 1,698,600  |  
|Common Stock Subscribed                                                                           |  |                    | 1,700      |   |                   |   | 27,980     |  
|Contributed Surplus                                                                               |  |                    | 5,415      |   |                   |   | 5,415      |  
|Deficit Accumulated During The Development Stage                                                  |  |                    | (6,298,393 | ) |                   |   | (1,725,654 | )
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  |                    | (429,376   | ) |                   |   | 20,852     |  
|                                                                                                  |  |                    |            |   |                   |   |            |  
|                                                                                                  |  | $                  | 2,217,591  |   |                   | $ | 547,909    |  
|                                                                                                  |  |                    |            |   |                   |   |            |  



---

TASKER CAPITAL CORP.

(A Development Stage Company)



CONSOLIDATED STATEMENT OF OPERATION

(unaudited)

(Stated in U.S. Dollars)



|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|--------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ----------------------------------- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ---------- | -
|                                              |  | THREE MONTHS ENDEDSEPTEMBER 30, |            |   | NINE MONTHS ENDEDSEPTEMBER 30, |   |            | INCEPTIONMay 13 1996 TOSeptember 30 | 
|                                              |  | 2004                            |            |   | 2003                           |   |            | 2004                                |  |   | 2003       |   |  | 2004 |           
|Expenses                                      |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Fulfillment                                   |  | $                               |           |   |                                | $ |           |                                     |  | $ | 5,633      |   |  | $    |           |   |  | $ | 5,633      |  
|Payroll taxes                                 |  |                                 | 7,682      |   |                                |   |            |                                     |  |   | 20,243     |   |  |      |            |   |  |   | 20,243     |  
|Filing fees                                   |  |                                 | 1,953      |   |                                |   |            |                                     |  |   | 8,692      |   |  |      |            |   |  |   | 8,692      |  
|Insurance                                     |  |                                 |            |   |                                |   |            |                                     |  |   | 2,146      |   |  |      |            |   |  |   | 2,146      |  
|Product development                           |  |                                 | 37,449     |   |                                |   | 3,785      |                                     |  |   | 64,424     |   |  |      | 12,749     |   |  |   | 64,424     |  
|Focus groups                                  |  |                                 | 31,808     |   |                                |   |            |                                     |  |   | 78,994     |   |  |      |            |   |  |   | 78,994     |  
|Broker fees                                   |  |                                 |            |   |                                |   |            |                                     |  |   | 30,233     |   |  |      |            |   |  |   | 30,233     |  
|Automobile Expenses                           |  |                                 | 7,724      |   |                                |   |            |                                     |  |   | 15,368     |   |  |      |            |   |  |   | 15,368     |  
|Stock based compensation                      |  |                                 | 86,000     |   |                                |   |            |                                     |  |   | 346,000    |   |  |      |            |   |  |   | 904,935    |  
|Consulting fees                               |  |                                 | 127,600    |   |                                |   | 12,800     |                                     |  |   | 446,251    |   |  |      | 20,800     |   |  |   | 535,376    |  
|Media Services                                |  |                                 | 114,210    |   |                                |   | 89,509     |                                     |  |   | 123,201    |   |  |      | 154,440    |   |  |   | 314,841    |  
|Wages and benefits                            |  |                                 | 121,396    |   |                                |   | 5,461      |                                     |  |   | 258,246    |   |  |      | 14,573     |   |  |   | 332,839    |  
|Stock transfer services                       |  |                                 | 891        |   |                                |   | 1,368      |                                     |  |   | 1,846      |   |  |      | 3,068      |   |  |   | 8,735      |  
|Management/Directors fees                     |  |                                 | 17,500     |   |                                |   |           |                                     |  |   | 17,500     |   |  |      |            |   |  |   | 141,392    |  
|Office and sundry                             |  |                                 | 2,845      |   |                                |   | (1,252     | )                                   |  |   | 14,677     |   |  |      | 9,469      |   |  |   | 49,277     |  
|Professional fees                             |  |                                 | 169,943    |   |                                |   | 32,700     |                                     |  |   | 425,088    |   |  |      | 81,020     |   |  |   | 602,642    |  
|Rent                                          |  |                                 | 19,638     |   |                                |   |            |                                     |  |   | 34,420     |   |  |      |            |   |  |   | 100,472    |  
|Mineral property costs                        |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   | 127,007    |  
|Depreciation and amortization                 |  |                                 | 6,053      |   |                                |   | 141        |                                     |  |   | 13,045     |   |  |      | 422        |   |  |   | 26,683     |  
|Travel and business promotion                 |  |                                 | 27,981     |   |                                |   | 11,859     |                                     |  |   | 41,760     |   |  |      | 15,025     |   |  |   | 96,938     |  
|Clinical trials                               |  |                                 | 17,636     |   |                                |   | 2,400      |                                     |  |   | 17,636     |   |  |      | 4,400      |   |  |   | 101,193    |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Loss From Operations                          |  |                                 | 798,309    |   |                                |   | 158,771    |                                     |  |   | 1,965,403  |   |  |      | 315,966    |   |  |   | 3,568,063  |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Other Income (Expenses)                       |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Interest income & misc.                       |  |                                 | 6,093      |   |                                |   |            |                                     |  |   | 20,164     |   |  |      |            |   |  |   | 27,052     |  
|Interest expense                              |  |                                 | (1,760,441 | ) |                                |   | (20,181    | )                                   |  |   | (2,627,499 | ) |  |      | (62,308    | ) |  |   | (2,763,100 | )
|Gain from foreign exchange                    |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   | 5,718      |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|                                              |  |                                 | (1,754,348 | ) |                                |   | (20,181    | )                                   |  |   | (2,607,335 | ) |  |      | (62,308    | ) |  |   | (2,730,330 | )
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Net Loss                                      |  | $                               | 2,552,657  |   |                                | $ | 178,952    |                                     |  | $ | 4,572,738  |   |  | $    | 378,274    |   |  | $ | 6,298,393  |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Loss Per Share                                |  | $                               | 0.11       |   |                                | $ | 0.01       |                                     |  | $ | 0.26       |   |  | $    | 0.03       |   |  |   |            |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  
|Weighted Average Number of Shares Outstanding |  |                                 | 24,035,013 |   |                                |   | 13,733,320 |                                     |  |   | 17,809,412 |   |  |      | 12,495,996 |   |  |   |            |  
|                                              |  |                                 |            |   |                                |   |            |                                     |  |   |            |   |  |      |            |   |  |   |            |  



---

TASKER CAPITAL CORP.

(A Development Stage Company)



CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)



|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|---------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ----------------------------------- | - | -------- | ---- |  | - | ---------- | -
|                                                                       |  | NINE MONTHS ENDEDSEPTEMBER 30, |            |   | INCEPTIONMay 13 1996 TOSEPTEMBER 30 |  
|                                                                       |  | 2004                           |            |   | 2003                                |   |          | 2004 | 
|Cash flows From Operating Activities                                   |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Loss for the period                                                    |  | $                              | (4,572,738 | ) |                                     | $ | (378,274 | )    |  | $ | (6,298,393 | )
|                                                                       |  |                                |           
|Adjustments to Reconcile Loss to Net Cash Used By Operating Activities |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Depreciation and amortization                                          |  |                                | 13,045     |   |                                     |   | 422      |      |  |   | 26,683     |  
|Amortization of interest expense                                       |  |                                | 2,135,568  |   |                                     |   | 60,942   |      |  |   | 2,221,554  |  
|Stock based compensation                                               |  |                                | 346,000    |   |                                     |   |         |      |  |   | 904,935    |  
|Common stock, warrants and options for services                        |  |                                | 345,000    |   |                                     |   |         |      |  |   | 345,000    |  
|Deposits                                                               |  |                                | (6,000     | ) |                                     |   |          |      |  |   | (6,000     | )
|Inventory                                                              |  |                                |            |   |                                     |   | (65,313  | )    |  |   |            |  
|Shares issued for other than cash                                      |  |                                |            |   |                                     |   | 170,360  |      |  |   |            |  
|Prepaid royalties                                                      |  |                                | (20,000    | ) |                                     |   |          |      |  |   | (85,000    | )
|Prepaid expenses                                                       |  |                                | (320,800   | ) |                                     |   |          |      |  |   | (380,940   | )
|Accounts payable/Other payables                                        |  |                                | 76,688     |   |                                     |   | (137,390 | )    |  |   | 345,006    |  
|Due to related parties                                                 |  |                                | (55,000    | ) |                                     |   |          |      |  |   | (59,000    | )
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|                                                                       |  |                                | (2,058,237 | ) |                                     |   | (349,253 | )    |  |   | (2,986,155 | )
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Cash Flows From Investing Activities                                   |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Purchase of equipment                                                  |  |                                | (88,579    | ) |                                     |   | (2,818   | )    |  |   | (91,398    | )
|Notes receivable                                                       |  |                                | 103,898    |   |                                     |   | (135,000 | )    |  |   | (88,367    | )
|License                                                                |  |                                |            |   |                                     |   | (5,000   | )    |  |   | (160,000   | )
|Website development costs                                              |  |                                |            |   |                                     |   |          |      |  |   | (5,500     | )
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|                                                                       |  |                                | 15,319     |   |                                     |   | (142,818 | )    |  |   | (345,265   | )
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Cash Flows From Financing Activities                                   |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Advances payable                                                       |  |                                |           |   |                                     |   | (48,314  | )    |  |   | 48,314     |  
|Issue of share capital                                                 |  |                                | 617,533    |   |                                     |   | 517,235  |      |  |   | 1,548,238  |  
|Issue of share purchase warrants                                       |  |                                |           |   |                                     |   |         |      |  |   | 13,956     |  
|Share subscriptions                                                    |  |                                | 137,020    |   |                                     |   |         |      |  |   | 165,000    |  
|Notes payable-debenture                                                |  |                                | 2,447,674  |   |                                     |   |         |      |  |   | 2,747,850  |  
|Cash acquired on acquisition of subsidiary                             |  |                                |           |   |                                     |   |         |      |  |   | 850        |  
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|                                                                       |  |                                | 3,202,227  |   |                                     |   | 468,921  |      |  |   | 4,524,208  |  
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Effect of Exchange Rate Changes On Cash                                |  |                                |           |   |                                     |   |         |      |  |   |           |  
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Increase (Decrease) in Cash                                            |  |                                | 1,159,309  |   |                                     |   | (23,150  | )    |  |   | 1,192,788  |  
|                                                                       |  |                                |           
|Cash, Beginning of Period                                              |  |                                | 33,479     |   |                                     |   | 91,821   |      |  |   |           |  
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  
|Cash, End of Period                                                    |  | $                              | 1,192,788  |   |                                     | $ | 68,671   |      |  | $ | 1,192,788  |  
|                                                                       |  |                                |            |   |                                     |   |          |      |  |   |            |  



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)





1. BASIS OF PRESENTATION



The unaudited consolidated financial statements as of
September 30, 2004 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that these consolidated financial statements be read in conjunction with the December 31, 2003 audited consolidated financial statements and notes thereto.



2. NATURE OF OPERATIONS



|a) | Development Stage Activities
|-- | ----------------------------



The Company has entered into an exclusive license agreement with a privately held development company to manufacture, distribute and market products using
a unique, licensed patented process that utilizes a highly charged, acidified, yet stable and safe solution that enables copper sulfate, widely known for its bacteriostatic properties to remain active throughout a wide range of pH values. The
company is continuing its clinical research and development of future products in the oral care, food processing, skin care and pet products industries.



Presently the company markets Close Call, the worlds first clinically proven anti-microbial oral hygiene breath drink. The Company is in the
development stage; therefore, recovery of its assets is dependent upon future events, the outcome of which is indeterminable. In addition, successful completion of the Companys development program and its transition, ultimately to the
attainment of profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieve a level of sales adequate to support its cost structure.



|b) | Going Concern
|-- | -------------



Since inception, the Company has suffered recurring losses and net cash outflows from operations. The Company expects to continue to incur substantial
losses to complete the development of its business. Since its inception, the Company has funded operations through common stock issuances in order to meet its strategic objectives. Management believes that sufficient funding will be available to
meet its business objectives, including anticipated cash needs for working capital. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale
of its products under development. As a result of the



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)



| | foregoing, there exists substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3. SIGNIFICANT ACCOUNTING POLICIES



The
financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:



|a) | Consolidation
|-- | -------------



These financial statements include the accounts of the Company and its wholly owned Canadian subsidiary, Tanuta Ventures Corp.



|b) | Development Stage Company
|-- | -------------------------



The Company is a development stage company as defined in the Statement of Financial Accounting Standards (SFAS) No. 7. The Company is
devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Companys development stage
activities.



|c) | Use of Estimates
|-- | ----------------



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



|d) | Website Development Costs
|-- | -------------------------



Software development costs represent capitalized costs of design, configuration, coding, installation and testing of the Companys website up to its
initial implementation. Upon implementation, the asset will be amortized to expense over its estimated useful life of three years using the straight-line method. Ongoing website post-implementation costs of operation, including training and
application maintenance, will be charged to expense as incurred.



|e.) | Property and Equipment
|--- | ----------------------



Property and equipment has been recorded at cost, net of accumulated depreciation. Improvements are capitalized and maintenance, repairs and minor
replacements are expensed as incurred. Depreciation is determined using the straight-line method over estimated lives of the assets as follows:



Equipment/Automobile 5 years



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)



|f.) | Income Taxes
|--- | ------------



The Company has adopted SFAS No. 109 -Accounting for Income Taxes. This standard requires the use of an asset and liability approach for
financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.



|g.) | Stock Based Compensation
|--- | ------------------------



The Company measures compensation cost for stock based compensation using the intrinsic value method of accounting as prescribed by A.P.B. Opinion
No. 25 -Accounting for Stock Issued to Employees. The Company has adopted those provisions of SFAS No. 123 - Accounting for Stock Based Compensation, which require disclosure of the pro-forma effect on net earnings
and earnings per share as if compensation cost had been recognized based upon the estimated fair value at the date of grant for options awarded.



|h.) | Financial instruments
|--- | ---------------------



The Companys financial instruments consist of cash and accounts payable.



Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.



|i.) | Foreign Currency Translation
|--- | ----------------------------



The Companys functional currency is the U.S. dollar. Transactions in foreign currencies are converted to U.S. dollars at the rate of exchange
prevailing at the time of the transactions. Exchange gains and losses arising from the remeasurement of foreign currency-denominated assets and liabilities are included in income in the period in which they occur.



|j.) | Basic and Diluted Loss Per Share
|--- | --------------------------------



In accordance with SFAS No. 128 - Earnings Per Share, the 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 the number of additional common
shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share is not presented as the effect is anti-dilutive.



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)





|k.) | Impairment of Long-Lived Assets
|--- | -------------------------------



The Company reviews long-lived assets, including identifiable intangibles, for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair
value less costs to sell.



|l.) | Stock Options  Pro Forma Information for the nine months ended September 30, 2004.
|--- | -----------------------------------------------------------------------------------



|                                                                                                                            |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|Net loss, per accompanying condensed consolidated statement of operations                                                   |  | $ | (4,572,738 | )
|Add: Stock based compensation expense included in net loss, per accompanying condensed consolidated statement of operations |  |   | 346,000    |  
|Deduct: Stock based compensation expense determined under fair value method                                                 |  |   | (1,514,952 | )
|                                                                                                                            |  |   |            |  
|Net loss  pro forma                                                                                                        |  | $ | (5,741,690 | )
|                                                                                                                            |  |   |            |  
|Basic and diluted loss per share, per the accompanying condensed consolidated statement of operations                       |  | $ | (0.26      | )
|                                                                                                                            |  |   |            |  
|Basic and diluted loss per share  pro forma                                                                                |  | $ | (0.32      | )
|                                                                                                                            |  |   |            |  



|m.) | Convertible Debentures:
|--- | -----------------------



In April 2004, the Company entered into a Securities Purchase Agreement with several investors pursuant to which the Company issued and sold (i) $800,000 of
convertible debentures (the April 2004 Debentures); (ii) warrants to purchase 8,000,000 shares of common stock at $0.10 per share and (iii) warrants to purchase 8,000,000 shares of common stock at $0.20 per share. The warrants
expire in five years from the date of issuance. In September 2004, the exercise price of all the warrants issued in connection with the April 2004 Debentures was modified to $0.05 per share. In April 2005, due to a registration default covenant, the
exercise price of all the warrants issued was further reduced to $0.01 per share. The April 2004 Debentures are due on the third



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)



anniversary of the issuance, bear interest at 7% per annum and are convertible into shares of common stock at a price of $0.05 per share, including
interest, for an aggregate of at least 16,000,000 common shares.



In July 2004,
the Company entered into another Securities Purchase Agreement with several investors under which the Company issued and sold in a private placement (i) $1,647,674 of convertible debentures, at a discount of $263,074, for a net amount of
$1,384,600 (the July 2004 Debentures) and (ii) warrants to purchase 3,461,500 shares of common stock at a price of $0.20 per share. In September 2004, the exercise price of all the warrants issued in connection with the July 2004
Debentures was modified to $0.05 per share. In April 2005, due to a registration default covenant, the exercise price of all the warrants issued was further reduced to $0.01 per share. The July 2004 Debentures are due on the second anniversary of
the issue date and are convertible into share of common stock at a price of $0.20 per share for an aggregate of 8,238,370 common shares.



The Company determined the initial carrying value of the April 2004 Debentures and the July 2004 Debentures (together, the Convertible Debentures) by a
two-step allocation process: first to the associated warrants and second, to an embedded conversion option. First, the Company allocated the proceeds from the sale of the of the Convertible Debentures between the Convertible Debentures and the
warrants based upon their relative fair values, which resulted in recording a discount on the Convertible Debentures. The value of the warrants was computed using the Black-Scholes option pricing model. Second, in accordance with Emerging Issues
Task Force No. 00-27, Application of Issue 98-5 to Certain Convertible Instruments, after allocating the Convertible Debenture proceeds as described above, the Company calculated the embedded conversion price and used it to measure the
intrinsic value of the embedded conversion option. Since the conversion prices were less than the fair values of the Companys stock at the closing dates, an embedded conversion option was recorded as additional paid in capital.



As a result of the Companys allocations above, the entire principal amounts of the
Convertible Debentures have allocated to the warrants and embedded conversion options. This amount was to be amortized as additional (non-cash) interest expense with a corresponding increase to the Convertible Debentures over the life of the
respective Debentures using the effective interest method until such Debentures are repaid or converted to common stock. However, as a result of being in violation of certain covenants of the Convertible Debentures, the entire amount was amortized
during the year ended September 30, 2004 (see Note 4).



The proceeds of
these issuances have been allocated to the convertible debt and warrants based upon the relative fair value of the issuable common stock upon conversion and upon the fair value of the warrants.



The fair value of the warrants was computed using the
Black-Scholes option pricing model with the following assumptions:



|               |  |   |        |  
|-------------- |  | - | ------ | -
|Exercise price |  | $ | 0.05   |  
|Volatility     |  |   | 148    | %
|Dividend rate  |  |   | 0      | %
|Interest rate  |  |   | 2.5    | %
|Expected life  |  |   | 1 year |  



---

TASKER CAPITAL CORP.

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2004

(Unaudited)

(Stated in U.S. Dollars)



In accordance with E.I.T.F. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios, the value of the Beneficial Conversion Feature was measured using the intrinsic value method and is being amortized to interest expense over a period of five years on the first issuance and over two
years on the second issuance.



|4. | RESTATEMENT OF CERTAIN TRANSACTIONS AS OF SEPTEMBER 30, 2004 AND FOR THE THREE AND NINE MONTH PERIODS THEN ENDED
|-- | ----------------------------------------------------------------------------------------------------------------



In connection with the audit of the Companys consolidated financial statements as of
and for the year ended December 31, 2004, the Company recorded adjustments to account for certain 2004 transactions described below. These adjustments impact the 2004 net loss as previously reported in the Companys Form 10-QSB for the
quarterly period ended September 30, 2004, filed on November 15, 2004. However, the aggregate effect of this restatement has no impact on the December 31, 2004 Audited Consolidated Financial Statements of the Company as reported in
its Form 10-KSB filed April 16, 2005. 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 and the July 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 and the July 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 September 30, 2004, filed on November 15, 2004, to 2004 net loss as reported in the accompanying condensed consolidated statement of operations.



|                                                                                                      |  |                                      |           |   |                                     |   |           |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------ | --------- | - | ----------------------------------- | - | --------- | -
|                                                                                                      |  | Three months EndedSeptember 30, 2004 |           |   | Nine months EndedSeptember 30, 2004 |  
|Net loss, as previously reported                                                                      |  | $                                    | 1,117,136 |   |                                     | $ | 1,799,717 |  
|Stock-based compensation                                                                              |  |                                      | 86,000    |   |                                     |   | 346,000   |  
|Non cash interest related to April debentures                                                         |  |                                      | 1,282,021 |   |                                     |   | 2,082,021 |  
|Stock issued for services                                                                             |  |                                      | 67,500    |   |                                     |   | 345,000   |  
|                                                                                                      |  |                                      |           |   |                                     |   |           |  
|Net loss, per accompanying condensed consolidated statement of operations                             |  | $                                    | 2,552,657 |   |                                     | $ | 4,572,738 |  
|                                                                                                      |  |                                      |           |   |                                     |   |           |  
|Basic and diluted loss per share, as previously reported                                              |  | $                                    | (0.05     | ) |                                     | $ | (0.10     | )
|                                                                                                      |  |                                      |           |   |                                     |   |           |  
|Basic and diluted loss per share, per the accompanying condensed consolidated statement of operations |  | $                                    | (0.11     | ) |                                     | $ | (0.26     | )
|                                                                                                      |  |                                      |           |   |                                     |   |           |  



---

Item 2: Managements Discussion and Analysis or Plan of Operations



(a) 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 below, 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.



(b) Plan of Operations



The Company has entered into an Exclusive License Agreement (the License Agreement) with pHarlo Citrus Technologies, Inc.
(pHarlo), a privately held development company, to use, sell, develop, market and distribute products using its proprietary, patented technology for consumer oral care, food processing, animal hygiene, and cosmetic products. Pursuant to
the License Agreement, the Company has agreed to make royalty payments to pHarlo based on product sales and has issued warrants to pHarlo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 Indian River Labs, Inc. (Indian River), a privately held manufacturing corporation affiliated with pHarlo. Indian River will manufacture and sell to
the Company concentrates for the products licensed by pHarlo. Additionally, the Company has loaned pHarlo $100,000 pursuant to a Loan Agreement in which the Company agreed to loan up to $200,000 to finance a production facility to produce the
licensed products. Pursuant to the terms of the Loan Agreement, the principal and interest on the notes evidencing the loan will be repaid in equal monthly installments commencing July 1, 2003, with the last payment due October l, 2012.



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 currently on the Federal GRAS (Generally Regarded As Safe) list.



The Company has also entered into a Partnership Agreement with Wynn Starr Specialty Flavors LLC (Wynn Starr), a leading supplier of culinary ingredients and
technology to the food processing industry, to market 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. To further support its initiative, the
Company has applied for United States Department of Agriculture (USDA) approval for its products use in poultry processing. An initial study of the Companys technology by the University of Georgias Department of Poultry Science
thoroughly supported its efficacy in eliminating



---

bacteria during the scalding treatment of poultry processing. Reductions and eliminations were observed in Salmonella typhimurium, Listeria monocytogenes,
Staphylococcus aureus, E coli, Shewanella putrefaciens and Pseudomonas fluorescens. The Company has engaged the University of Georgias Department of Poultry Science to conduct a quantitative validation of its technology for use in poultry
processing, which will be submitted to the USDA and is expected to complete its application for approval.



Over the last several months, the Company conducted various consumer market studies to rebrand its oral care product. The Company plans to reintroduce its oral care product under the new name of Close
Call over the next few months. Close Call will be 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.



Item 3 Controls and Procedures



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 in Note 4 to the Unaudited Consolidated Financial Statements. These adjustments impact the 2004 net
loss as previously reported in the Companys Form 10-QSB for the quarterly period ended September 30, 2004, filed on November 15, 2004. Accordingly, the Company has filed this amendment on Form 10-QSB/A to give effect to those
adjustments. The adjustments made in this amendment on Form 10-QSB/A have already been taken into account in the December 31, 2004 audited Consolidated Financial Statements of the Company as reported in its Form 10-KSB filed April 16,
2005. 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 a
re-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 as a result of the restatement of the financial statements contained herein.



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 re-evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weakness in our internal control over financial
reporting described below, our disclosure controls and procedures as of the end of the period covered by this report were ineffective in timely alerting management to material information relating to us required to be included in our periodic SEC
filings. As defined by the Public Company Accounting Oversight Board (PCAOB) in Auditing Standard No. 2, a material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a
remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.



The material weakness identified relates to limitations in the capacity of the Companys accounting resources to identify and react in a timely manner to non-routine
and complex business transactions. In 2004, a lack of experienced personnel in the Companys accounting function and multiple transitions of responsibilities over the Companys accounting function, among other reasons, resulted in untimely
identification and resolution of (i) accounting matters related to certain equity transactions and (ii) the



---

accounting for the Companys debt financing. In order to remediate these internal control deficiencies, the Company has (i) hired additional
accounting resources to supplement the internal accounting staff (including a new Chief Financial Officer on January 3, 2005 and Corporate Controller on March 21, 2005), (ii) hired a public accounting firm to assist the Company in
certain complex matters, (iii) implemented internal controls and procedures to strengthen areas of concern to the new financial management team, and (iv) formed an Audit Committee. The Company is also in the process of implementing an
automated financial reporting system.



The identification of this material
weakness resulted from managements continuing assessment of internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. While the Company has already instituted, and is continuing to implement,
corrective actions with respect to the material weakness identified, the implementation of the automated financial reporting system has not yet been completed. Accordingly, while every effort will be made to ensure the financial reporting system
will adhere to the Companys internal controls we cannot be certain that additional material weaknesses will not be identified prior to the filing of managements annual report on internal control over financial reporting.



Substantial remediation of this material weakness is expected to be completed by our fiscal
year ended December 31, 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 restatement of
the Quarterly Report on Form 10-QSB such that the information required to be disclosed in this Form 10-QSB/A 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
second fiscal quarter of 2004 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART 2 - OTHER INFORMATION



Item 1. Legal Proceedings



We are not a party to any material legal proceedings.



Item 2. Unregistered Shares of Equity Securities



No unregistered sales of securities were made during the fiscal quarter ended September 30, 2004 that have not been previously disclosed on Form 8-K.



Item 3. Defaults Upon Senior Securities



See Note 3m to the Unaudited Consolidated Financial Statements contained
herein for a discussion of defaults under our convertible debentures.



---

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



On August 25, 2004, a majority of our shareholders approved a proposal
to increase our authorized shares of common stock from 50,000,000 to 300,000,000.



Item 5. Other Information



None



Item 6. Exhibits and Reports on Form 8-K



| | a) | Exhibits
| | -- | --------



|     |  |                                                                   
|---- |  | ------------------------------------------------------------------
|10.1 |  | License Agreement. (previously filed)                             
|     | 
|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.           



| | b) | Reports on Form 8-K
| | -- | -------------------



On July 22, 2004 the Company filed a Current Report of Form 8-K to report it had entered into a Securities Purchase Agreement with several accredited
investors (the Purchasers), under which the Company issued and sold to the Purchasers in a private placement (i) $1,647,674 of convertible debentures with an original issue discount of 16%; and (ii) warrants to purchase
3,461,500 shares of common stock at $0.25 per share. The warrants expire 5 years from the date of issuance. The total purchase price received by the Company was $1,384.600.



SIGNATURES



In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



TASKER CAPITAL
CORP.



Date: September 30, 2005



|    |  |                              
|--- |  | -----------------------------
|By: |  | /s/ Robert P. Appleby        
|    |  | Robert P. Appleby            
|    |  | Chief Executive Officer      
|    |  | (Principal Executive Officer)