UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedSeptember
                30, 2005[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition periodto__________Commission
                File Number:000-50762





CALIFORNIA
      NEWS TECH


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





Nevada
            88-0417389(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)








825
                Van Ness Ave., Suite 406-407, San Francisco, California
                94109(Address
                of principal executive offices)





415-861-3421(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the 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 [X] Yes
      [
      ] 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: 3,029,333 common shares as of October 31, 2005.





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





Table
          of Contents








TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3:
            Controls
                and Procedures
            8PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            9Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            9Item
                3:
            Defaults
                Upon Senior Securities
            9Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            9Item
                5:
            Other
                Information
            9Item
                6:
            Exhibits
            9







2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Balance
                Sheet as of September 30, 2005.


(b)
            Statements
                of Operations for the three and nine month periods ended September
                30,
                2005 and 2004;


(c)
            Statements
                of Cash Flow for the three and nine month periods ended September
                30, 2005
                and 2004;


(d)
            Notes
                to Consolidated Financial
                Statements.





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended September 30,
      2005
      are not necessarily indicative of the results that can be expected for the
      full
      year.




3
 Table
          of Contents


**California
                  News Tech****Balance
                  Sheet**
              
              
              
              **Accrual
                    Basis****As
                  of September 30, 2005 - Unaudited****Sep
                  30, 05**
              
              **Sep
                  30, 04****ASSETS****Current
                  Assets****Checking/Savings****1000
                  · Bank of America Checking**
              
              246,721
              
              3,389**1005
                  · Bank of America - Escrow**
              
              25,000
              
              100**1007
                  · Bank of America-Expense Clear**
              
              1,636
              
              0**Total
                  Checking/Savings**
              
              273,357
              
              3,489**Total
                  Current Assets**
              
              273,357
              
              3,489**Fixed
                  Assets****1510
                  · Equipment & Computers**
              
              9,811
              
              9,099**1750
                  · Accumulated Depreciation**
              
              -8,605
              
              -7,637**Total
                  Fixed Assets**
              
              1,206
              
              1,462**Other
                  Assets****1800
                  · Other Assets****1810
                  · Investment-Stra. Inf. Tec-USA**
              
              55,000
              
              55,000**1820
                  · Investment-Product Development**
              
              215,239
              
              213,739**1830
                  · Website Development**
              
              50,321
              
              31,860**1840
                  · Security Deposits**
              
              3,800
              
              0**Total
                  1800 · Other Assets**
              
              324,360
              
              300,599**Total
                  Other Assets**
              
              324,360
              
              300,599**TOTAL
                  ASSETS**
              
              **598,923**
              
              **305,550****LIABILITIES
                  & EQUITY****Liabilities****Current
                  Liabilities****Accounts
                  Payable****2000
                  · Accounts Payable-Trade****2020
                  · Accounts Payable**
              
              47,081
              
              75,363**Total
                  2000 · Accounts Payable-Trade**
              
              47,081
              
              75,363**Total
                  Accounts Payable**
              
              47,081
              
              75,363**Other
                  Current Liabilities****2100
                  · Deferred Revenue**
              
              4,107
              
              0**2500
                  · Notes Payable**
              
              68,500
              
              53,500**Total
                  Other Current Liabilities**
              
              72,607
              
              53,500**Total
                  Current Liabilities**
              
              119,688
              
              128,863**Long
                  Term Liabilities****2700
                  · LT Notes Payable**
              
              77,140
              
              77,140**Total
                  Long Term Liabilities**
              
              77,140
              
              77,140**Total
                  Liabilities**
              
              196,828
              
              206,003**Equity****3000
                  · Capital Stock**
              
              8,998
              
              7,519**3030
                  · Additional Paid-In Capital**
              
              1,381,127
              
              889,606**3040
                  · Stock Registration Costs**
              
              -156,187
              
              -155,350**3100
                  · Retained Earnings**
              
              -674,922
              
              -590,743**Net
                  Income**
              
              -156,922
              
              -51,484**Total
                  Equity**
              
              402,094
              
              99,548**TOTAL
                  LIABILITIES & EQUITY**
              
              **598,922**
              
              **305,551**




F-1
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          of Contents




**California
                  News Tech****Comparative
                  Statement of Cash Flows****July
                  through September 2005 / 2004 - Unaudited****Jul
                  - Sep 05**
              
              **Jul
                  - Sep 04****OPERATING
                  ACTIVITIES****Net
                  Income**
              -64,802
              
              -27,060**Adjustments
                  to reconcile Net Income****to
                  net cash provided by operations:****2000
                  · Accounts Payable-Trade:2020 · Accounts Payable**
              27,252
              
              21,761**2100
                  · Deferred Revenue**
              1,423
              
              0**2500
                  · Notes Payable**
              25,000
              
              5,000**Net
                  cash provided by Operating Activities**
              -11,127
              
              -299**INVESTING
                  ACTIVITIES****1800
·
                  Other
                  Assets:1820 · Investment-Product
                  Development**
              -1,500
              
              0**1800
·
                  Other
                  Assets:1830 · Website Development**
              -18,461
              
              0**1800
·
                  Other
                  Assets:1840 · Security Deposits**
              -2,300
              
              0**Net
                  cash provided by Investing Activities**
              -22,261
              
              0**FINANCING
                  ACTIVITIES****3000
·
                  Capital Stock**
              729
              
              0**3030
·
                  Additional Paid-In Capital**
              242,271
              
              0**Net
                  cash provided by Financing Activities**
              243,000
              
              0**Net
                  cash increase for period**
              209,612
              
              -299**Cash
                  at beginning of period**
              63,744
              
              3,788**Cash
                  at end of period**
              **273,356**
              
              **3,489**






F-2
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          of Contents




**California
                  News Tech**
              ****
              ******Comparative
                  Statement of Cash Flows****January
                  through September 2005 - Unaudited****Jan
                  - Sep 05**
              
              **Jan
                  - Sep 04****OPERATING
                  ACTIVITIES****Net
                  Income**
              -156,922
              
              -51,484**Adjustments
                  to
                  reconcile Net Income****to
                  net
                  cash provided by operations:****1240
·
                  Accounts Receivable - Other**
              507
              
              0**1260
·
                  Prepaid Expense - Other**
              404
              
              0**2000
·
                  Accounts Payable-Trade:2020 · Accounts Payable**
              27,501
              
              36,450**2100
·
                  Deferred Revenue**
              4,107
              
              0**2500
·
                  Notes Payable**
              25,000
              
              10,000**Net
                  cash provided by
                  Operating Activities**
              -99,403
              
              -5,034**INVESTING
                  ACTIVITIES****1800
·
                  Other Assets:1820 · Investment-Product
                  Development**
              -1,500
              
              0**1800
·
                  Other Assets:1830 · Website Development**
              -18,461
              
              0**1800
·
                  Other Assets:1840 · Security Deposits**
              -2,300
              
              0**Net
                  cash provided by Investing Activities**
              -22,261
              
              0**FINANCING
                  ACTIVITIES****3000
·
                  Capital Stock**
              624
              
              0**3030
·
                  Additional Paid-In Capital**
              207,376
              
              0**Net
                  cash provided by Financing Activities**
              208,000
              
              0**Net
                  cash increase for period**
              86,336
              
              -5,034**Cash
                  at beginning of period**
              187,020
              
              8,524**273,356**
              
              **3,490**






F-3
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          of Contents


California
        News Tech
 Notes
        to
        Financial Statements
 As
        of
        September 30, 2005 (Unaudited)
 Note
          1. Going
          Concern Uncertainty and Liquidity
  Having
          raised additional capital the Company will continue as a going concern.
          Historically, the
          Company has incurred significant losses and negative cash flows from operations.
          As of December
          31, 2004, the accumulated deficit was $674,922 and positive working capital
          was $124,851.
          As of September 30, 2005, the accumulated deficit was $831,844 and the
          working
 capital
          was $153,669. The Company has primarily funded operations through private
          placements and
          recently a public offering. Warrant-holders from that offering have exercised
          116.5 warrant units,
          purchasing 233,000 shares of common stock at a price of $1.00 per share
          and
          generating. $233,000
          of additional funds. The exercise period extends through November 9 when
          it
          expires. To
          the
          extent that sources of financing are available, the Company will promote
          its
          software, maintain
          its processing system and continue to enhance its service. Management expects
          that future
          subscription revenue will be sufficient to fund operations.
 
 Note
          2.   Material
          Events
 
 On
          October 12, 2005, the company announced it had terminated a
          non-binding **** letter
          of
          intent to acquire
          intellectual property created by Seymour Rubinstein. It was further announced
          that Mr. Rubinstein
          had tended his resignation from the Board of Directors of the
          company.
 
 Of
          $47,081 shown on the Balance Sheet as Accounts Payable-Trade, $19,250 is
          compensable in fully
          paid, non assessable common stock of the corporation as authorized by the
          board
          of directors.
 
 There
          have been no other material or significant events subsequent to the issuance
          of
          the audited
          year-end 2004 financial statements.
 
 Note
          3.   Stock
          Options
          Plans
 
 Directors
          and consultants have been granted options to purchase common shares   The
          granting of options is administered by the board of directors with grant
          and
          vesting
 provisions,
          term and exercise price subject to the discretion of the board. The
          following  table
          summarizes information about stock options outstanding at September 30,
          2005
  Grant
                  Date
              
              Exercise
                  Price
              
              Options
                  Outstanding
              
              Options
                  Exercisable2001-2002
              
              $0.80
              
              325,000
              
              325,0002002
              
              $1.00
              
              60,500
              
              60,5002003
              
              $1.00
              
              179,200
              
              179,2002004
              
              $1.00
              
              146,000
              
              146,0002005
              
              $1.00
              
              72,000
              
              72,0002005
              
              $2.00
              
              84,000
              
              84,0002005
              
              $3.00
              
              118,000
              
              118,000
 According
            to SFAS 123, options granted to nonemployees are accounted for based
            on
            the fair value of the goods or services received or the fair value of
            the
            equity
 instrument
            issued, whichever can be more reliably measured.
 As
              the
              value of services rendered by related parties is a matter of conjecture,
              the fair
              value of the options granted is the more reliable measure. The exercise
              price of
              the
 options
              was the market price of the shares at the grant date, thus giving the
              options no value
              and
              no expense has been recorded.
  Note
                4   Net
                Loss
                per Common Share
  The
                following potential common shares should be excluded from any calculation
                of
                diluted net loss per share for the periods presented because the
                effect would
                have been
 antidilutive:
  YTD
                        9/30/05
                    
                    Y/E
                        12/31/04Shares
                        issuable under stock options:
                    
                    984,700
                    
                    710,700Shares
                        issuable pursuant to warrants:
                    
                    267,000
                    
                    288,500
  The
          weighted average exercise price of stock options was $1.223 and $0.909
          at September
          30, 2005 and December 31, 2004, respectively.




F-4
 Table
          of Contents




**Item
      2.     Plan of
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of
      the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,”
      or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.





**Plan
      of Operation**





Our
      business model relies on the capability of giving our customers near real-time
      measurement and trend analysis of the media sentiment about the public companies
      they may wish to track. We believe our customers are interested in media
      sentiment because they may believe that media sentiment either reflects public
      sentiment, drives public sentiment, or both, and that public sentiment affects
      the economy and particular companies. We created our research product, Media
      SentimentTM, by using our computer systems to search the Internet for publicly
      available media reports about publicly traded companies. We use a proprietary
      Internet search engine technology that is focused on searching strictly news
      and
      publicly traded corporate websites. Our computer systems analyze the news
      reports published on the Internet using our proprietary software to measure
      the
      sentiment. Our systems measure sentiment by searching each media report for
      certain key words and phrases that we have previously identified both as
      significant to determining sentiment and as indicative of either positive or
      negative sentiment. By quantifying the number of words or phrases in a media
      report that indicate positive or negative sentiment, we then classify each
      report as a whole as positive, negative or neutral. Next we total the number
      of
      each of the positive, negative and neutral reports and then calculate the
      percentage each category represents of the overall media coverage for the
      requested period of time. The results are then displayed graphically for the
      benefit of our customers on our password protected website. Our computers have
      been collecting and analyzing media reports since June of 2002, which allows
      us
      to present both historical and current information so that our customers can
      also observe any trends. Our system further allows our customers to access
      the
      source media reports and abstracts of the source reports, also prepared by
      our
      software, should they wish to review any of the media reports that underlie
      our
      graphs.





For
      the
      next twelve months, we plan to implement the first and second phases of our
      marketing plan and make efforts to continually improve our technology systems
      and product. The execution of our




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business
      plan in the next twelve months is contingent upon us obtaining additional
      financing through another debt or equity financing arrangement or through
      increased sales. If we are unable to obtain additional financing, the
      implementation of our business plan will be impaired.





Marketing
      Plan





We
      have
      recently released our new website www.MediaSentiment.com and have
      begun the marketing and sales programs.





We
      initiated the first phase of our marketing plan August 11, 2005, targeting
      on-line investors. We have implemented the use of a sales force of independent
      sales representatives whom we anticipate paying with stock options and/or
      commissions to generate subscription sales. In addition, we plan to generate
      subscription sales by seeking affiliate relationships with other websites that
      would place information about our product on their website, with links and/or
      images to our website.





In
      addition, we have started our first promotion by offering one free warrant
      as an
      incentive to subscribers who sign-up for one full year. To reach our subscribers
      we have begun co-marketing agreements with other online firms in our market
      segment. To-date we have signed co-marketing agreements with AvidTrader Inc.,
      Trade Wall Street and Rush Financial Technologies Inc.





We
      have
      signed licensing and content distribution agreements for our products with
      Track
      Data Corporation, Thinkorswim Inc. and Financial Content Inc.





We
      have
      launched and started the direct marketing and distribution of our newsletter
      and
      podcast product titled E-motions. E-motions seeks to enlighten readers with
      self-knowledge regarding the emotions behind their own investing in order to
      allow them to improve their financial strategies. E-motions addresses financial
      and media psychology in what we believe to be an entirely new way, focusing
      on
      the companies featured each week on MediaSentiment.com. Newsletter explores
      case
      studies high-lighting the relationship between big price moves in MediaSentiment
      featured stocks, news coverage and investor sentiment. Each week's topic strives
      to give unique insight into the behavior of other investors and movement in
      the
      market.





E-motions’
      readership has grown steadily since its launch on August 1, 2005, and as of
      September 30, 2005, has reached nearly one million hits to the web site by
      33,180 unique visitors. E-motions’ newsletter and podcast help promote our
      MediaSentiment TM brand.
      Even though E-motions provides valuable research based on our Media Sentiment
      data, to its readers and listeners, it is currently offered at no
      cost.





We
      have
      hired a team of five contractors to assist us with in-house marketing
      activities, including subscription sales, and the development and production
      of
      E-motions, a newsletter complementing our product line. To house the new
      marketing team, we have expanded our leased office space and acquired new
      equipment. We anticipate that our additional personnel and office space will
      result in increased costs reaching approximately $45,000 per quarter going
      forward, starting in the quarter of 2005.


During
      the second phase of our marketing plan, we will target corporations with an
      online presence, small to medium size online broker companies, financial
      portals, and financial data distributors. We are still in the process of
      developing detailed plans to implement this second phase of marketing.





For
      the
      third phase of our marketing plan, we intend to target major corporations,
      online broker firms, financial portals and financial data distributors. We
      are
      still in the process of developing detailed plans




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to
      implement this third phase of marketing. We do not anticipate being able to
      begin the third phase for at least twelve months.





Product
      Development





On
      August
      9, 2005 we filed the full patent application for our technology as “Method and
      Apparatus to Forecast Effects of Media Sentiment”.





At
      the
      present time, we have released the first version of the Media SentimentTM product
      which offers the following:





(1)
      A
      Heads Up: measures media sentiment resulting from the analysis of corporate
      earnings releases. As soon as the releases are posted on the corporate web
      site,
      we capture the media sentiment and give the release a thumbs up or thumbs down
      rating.





(2)
      Media
      sentiment trend measures and graphs the analysis for Nasdaq and NYSE public companies
      based on searches of 6,000 plus news web sites, including the news sections
      of
      the individual
      company web sites.





(3)
      The
      tracking of media sentiment indices for three (3) major indices including the
      following:





(a)
            Media
                SentimentTM 100 (based on measurements of the media sentiment of the 100
                companies which are part of the Nasdaq 100
                index);





(b)
            Media
                SentimentTM 30 (based on measurements of the media sentiment of the 30
                companies that are part of the Dow Jones Industrial Index); and





(c)
            Media
                SentimentTM 500 (based on measurements of the media sentiment of the 500
                companies that are part of the S&P 500 index).





(4) E-motions:
      a newsletter and podcast, which seeks to enlighten readers with self-knowledge
      about the emotions behind their own investing in order to allow them to improve
      their financial strategies. E-motions addresses financial and media psychology
      in what we believe to be an entirely new way, focusing on the companies featured
      each week on MediaSentiment.com. Our newsletter explores case studies
      high-lighting any correlation between price moves in MediaSentiment TM featured
      stocks, news coverage and media sentiment. Each week's topic strives to provide
      unique insight into the behaviour of other investors and movement in the
      market.





The
      basis
      of the research behind each E-motions newsletter is the thumbs up / thumbs
      down
      recommendations MediaSentiment's A Heads Up service produces for NYSE and NASDAQ
      companies. These ratings measure the sentiment company earnings reports create
      in the media.





We
      have
      determined that our first version of Media SentimentTM could be improved to offer
      more powerful search capabilities and cover more news sources and public
      companies. During the next twelve months, we also plan to continually improve
      our technology systems and product. We plan to develop future versions of Media
      SentimentTM that will increase the number of news sources to be interrogated by
      our search engine, increase the accuracy of our HeadsUp recommendations,
      implement more user friendly tools to enhance the performance of our product,
      and improve and further develop the trend graphs. We also plan, with updated
      versions of our product, to enable real-time processing of increased news
      sources.




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We
      intend
      to increase staffing to handle the additional demands associated with expansion
      of our customer base when needed. We may hire additional employees and/or
      contractors to assist us with sales, customer service, technical support,
      website management and development, as well as administration. If we hire
      additional employees and/or contractors, we will then need to lease additional
      office space to accommodate the associated growth in the number of employees
      and
      computer servers.





Further,
      we plan to continue our current efforts in market research and development.
      As
      part of this process, we will continuously survey the online investor community
      to gain an understanding of investors’ likes and dislikes. Based upon this
      feedback, we will consider the merits of offering additional products and
      services and of proceeding with anticipated expansions. These anticipated
      expansions include moving into new facilities and hiring additional employees
      provided we are successful in increasing our sales of Media SentimentTM.





We
      do not
      anticipate purchasing any real property during the next twelve (12) months.
      We
      anticipate purchasing computers, computer servers, and computer software for
      an
      estimated cost of $10,000 to $20,000 over the next twelve months.




**Assets**





Our
      total
      assets as of September 30, 2005 were $ 598,922, including cash in the amount
      of
      $ 273,357.





**Liabilities
      and Stockholders Equity**





Our
      total
      liabilities as of September 30, 2005 were $ 196,828, consisting of accounts
      payable in the amount of $ 47,081, deferred revenue in the amount of $4,107,
      short term notes payable in the amount of $68,500, and long term notes payable
      in the amount of $77,140.





As
      of
      September 30, 2005, Stockholders’ Equity was $402,094.




**Results
      of Operations**





We
      generated revenue in the amount of $5,427 during the three month period ended
      September 30, 2005, compared to $0 for the three month period ended September
      30, 2004. Our revenue for the reporting period was generated primarily through
      the receipt of rental fees for the use of our mailing lists. For the quarter
      ended September 30, 2005, we sold $2,899 in subscriptions. We report
      subscription revenue over the life of the subscription, with $1,474 reported
      as
      revenue earned in the quarter ended September 30, 2005, and $4,107 carried
      on
      the balance sheet as unearned revenue, for recognition in future periods.





We
      incurred operating expenses in the amount of $68,927 for the three months ended
      September 30, 2005, compared to operating expenses of $27,059 for the three
      months ended September 30, 2004. The increase in our operating expenses for
      the
      three months ended September 30, 2005 was primarily attributable to expenditures
      for the legal fees, advertising and marketing expenses, and the payment of
      executive compensation. During the reporting period, we incurred $18,004 in
      legal costs, $29,298 in marketing and advertising expenses and paid $16,500
      in
      executive compensation.




**Liquidity
      and Capital Resources**





On
      September 30, 2005, we had cash in the amount of $273,357, which primarily
      resulted from funds




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raised
      in
      the conversion of warrants issued as a part of our public equity offering that
      closed in the last quarter of 2004. As of September 30, 2005, we had total
      current assets in the amount of $273,357 and total current liabilities of
      $119,688. As a result, our working capital on September30, 2005 was
      $153,669.





We
      intend
      to fund operations over the next twelve months through increased subscription
      sales, and debt and/or equity financing arrangements, which may be insufficient
      to fund our capital expenditures, working capital or other cash requirements
      for
      the next twelve months. The completion of our business plan for the next 12
      months is contingent upon us obtaining additional financing. If we are unable
      to
      obtain additional financing, the full implementation of our business plan will
      be impaired.





**Off
      Balance Sheet Arrangements**





As
      of
      September 30, 2005, there were no off balance sheet arrangements .





**Item
      3.      Controls and
      Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of September 30, 2005. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer Mr. Marian Munz and our Chief Financial Officer, Mr. Robert C. Jaspar.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of September 30, 2005, our disclosure controls and
      procedures are effective. There have been no significant changes in our internal
      controls over financial reporting during the quarter ended September 30, 2005
      that have materially affected or are reasonably likely to materially affect
      such
      controls.





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 are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed 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.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.




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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





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





During
      the three month period ended September 30, 2005, we have made sales of 116,500
      shares of unregistered, fully paid and non assessable common stock. The shares
      of common stock were issued in conjunction with the sales of common stock
      resulting from the exercise of warrants originally offered in the public
      offering which closed late in 2004 and the issuance thereof was authorized
      by
      resolution approved by the board of directors of the company.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended
      September 30, 2005.





**Item
      5.     Other
      Information**





In
      October 2005, Seymour Rubinstein and the company agreed to cancel a letter
      of
      intent under which discussions had been ongoing regarding Mr. Rubinstein’s
      software and applicable patents being acquired by the Company. After termination
      of the letter of intent, Mr. Rubinstein tendered his resignation as a director
      to the Board of Directors and it was accepted.





**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002







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**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.





**Marian
                Munz**Date:
            **November
                14, 2005**By:     /s/ Marian Munz
              **Marian
                Munz**
              Title:**Chief
                Executive Officer**