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

                                   Form 10-KSB

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                              For Fiscal Year Ended
                                December 31, 2004

                           Commission File # 000-27867

                                  TECHALT, INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   87-0533626
                      (IRS Employer Identification Number)

                         3311 N. Kennicott Ave., Suite A
                           Arlington Heights, IL 60004
               (Address of principal executive offices)(Zip Code)

                                 (847) 870-2601
               (Registrant's telephone no., including area code)

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

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
Par Value

Indicate by check mark whether the registrant (1) has 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  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by reference in Part III of this Form  10-KSB/A or any
amendment to this Form 10-KSB/A. [ ]

Revenues for year ended December 31, 2004   $291,120

Aggregate market value of the voting common stock held by  non-affiliates of the
registrant as of December 31, 2004 was $1,578,000.

Number of shares of the registrant's  common stock outstanding or issuable as of
March 30, 2005 was 13,234,800.


<PAGE>


                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS

TechAlt,  Inc., a Nevada  corporation  ("TechAlt" or the  "Company")  produces a
secure wireless  communications toolset to be used by emergency first responders
for  interagency   interoperability,   communication  and   collaboration.   The
convergence of video,  voice,  and data requires larger  transmission  bandwidth
than current radio systems could provide.  In addition,  public safety officials
require redundant networks to ensure  communication  capability in the event the
primary system is damaged or destroyed. TechAlt's toolset provides multi-network
capable  communications  for  the  Police,  EMS,  and  other  Homeland  Security
Agencies.  The  17,000  police  departments  in the  United  States are just one
component of TechAlt's  potential  public  sector  customer  base.  Other public
entities  include  nationwide;  fire and EMS  agencies,  municipal  public works
entities, and the 360 agencies (CIA, FEMA, ATF, Customs, Coast Guard, etc.) that
fall under the  jurisdiction  of the Department of Homeland  Security  (DHS). In
2004,  DHS  established a focused  funding  category  designated  the Urban Area
Security  Initiative  (UASI) made up of thirty-four  target  communities and set
aside  $670  million  in  funding  for  first  responder   solutions  for  these
communities.

The Company is initially  targeting local,  state, and federal public safety and
service agencies that are interested in pooling their  communications  resources
into a single,  shared  standards-based  infrastructure that will support public
safety first responders within these UASI communities.

TechAlt began building its current  solution,  an in-car camera system,  used in
over 600 law  enforcement  agencies,  with over 2,600 vehicles in 2002. This has
evolved  into a  secure  integrated  image,  voice  and data  wireless  delivery
solution.  Currently,  TechAlt  has  a  patented,  multi-network,  secure  first
responder  communication  solution  that has enabled  them to partner  with IBM,
Cisco, Symbol, SAIC,  Panasonic and others on several  opportunities.  The first
major visible project is Cook County, Illinois.  TechAlt was instrumental in the
development  of Cook County's  Urban Area Security  Initiative  grant  proposal,
through  which Cook  County has  received  over $37  million  to-date,  with IBM
awarded as the Prime contractor.  TechAlt,  as a subcontractor has begun rollout
of Phase One and is  preparing  for Phase Two of this  contract,  valued at over
$5.9 million in 2005. Since funding on our first round of financing, TechAlt has
billed over $1.6 million through February 2005.

TechAlt is also currently involved in a project in Chula Vista,  California that
is being  funded by the  Department  of  Homeland  Security/Office  of  Domestic
Preparedness (DHS/ODP). The purpose of this project is to provide an environment
for the  testing and  certification  of new  products  and  solutions  for first
responders.  These  solutions are to provide for  interagency  interoperability,
communication  and  collaboration.  TechAlt has been  notified that our solution
passed  all  criteria  for  DHS/ODP  and will  receive  notice  of our  official
acceptance by April 2005. As a result of these  efforts,  TechAlt was invited to
participate  in the  security  detail with the U. S.  Capitol  Police  Hazardous
Materials  Response Team for the 2005  Presidential  Inauguration in Washington,
D.C.  TechAlt was further  informed that our secure wireless  communication  and
visualization  solution was the only completely successful  interoperable system
during the event.

The  TechAlt  toolset  is the first  secure,  wireless,  mobile,  communications
solutions  tested and  certified  by  DHS/ODP.  The  agencies  involved  in this
certification  process represent the DoD, the Intelligence  community,  Federal,
State and Local first  responder  organizations.  TechAlt is now on the APPROVED
solution list for first responder  solutions for projects utilizing DHS funding.
Any other solution now has to go through the same process in order to prove they
work at least as well as TechAlt's.

TechAlt  already has a  distribution  agreement  in place with GTSI,  the second
largest federal technology distributor in the world. GTSI has over 80 government
contract  vehicles,  including  GSA, to which TechAlt can be added  immediately.
This  gives us  instant  feet on the street to sell and  deliver  our  certified
solutions.  TechAlt also has a Global Solutions  Partner agreement in place with
IBM that allows us to work directly  with IBM sales teams  anywhere in the world
on projects,  streamlining the contractual process. This agreement also provides
for  electronic  payment of all invoices from TechAlt within 45 days of issuance
of the invoice.

The  solution  that is being  certified  by DHS/ODP is the same  solution  being
deployed by Cook County  Illinois with their $37 million of UASI  funding.  When
deployed, TechAlt believes this will be the first and largest end-to-


                                       2
<PAGE>

end secure wireless interagency  interoperable,  communication and collaboration
system for state and local agencies in the world.

II. Market Solution

TechAlt,   through  its  proprietary   hardware,   network,  and  communications
components,  delivers a complete  technology solution that communicates data and
mission critical imagery between remote first responders and central command and
control centers by using any and all existing public wireless networks,  coupled
with secure agency networks.  These existing  wireless  networks include the new
WiMAX,  802.11 or Wi-Fi  networks,  unlicensed  frequencies  and spread spectrum
technologies,  which include licensed frequencies,  for which the carriers pay a
fee to the government to be utilized in a specific locations.

The TechAlt solution provides a scalable, robust, secure,  communications method
for first responders to provide interagency interoperability,  communication and
collaboration.  The  Department of Homeland  Security (DHS) budget to build this
capability has been approximately $3.5 billion out of $37.5 billion for the last
three fiscal years.  TechAlt currently offers an integrated line of products and
services. The current product offerings include:
o Police In-Car Video Recording Systems
o Portable Surveillance-Camera Video Recording Systems
o Wireless Communications Module
o Ruggedized Enclosure for Cisco 3200 Mobile Wireless Router
o Police In-Car Video Recording Systems

TechAlt's  historical  product  consists  of  a  ruggedized,  climate-controlled
"vault", which houses either VCR, DVD or Hard Drive and control electronics,  an
overhead console providing a video monitor and user interface,  a forward facing
176X Zoom camera and an infra-red rear seat camera/microphone. Enhanced versions
of the systems,  with a universal laptop computer interface  product,  have been
completed and have resulted in  relationships  with ruggedized  tablet PC makers
focused in the law enforcement and emergency response industries.

o Portable  Surveillance-Camera  Video Recording  Systems.  Utilizing  TechAlt's
Pan-Tilt-Zoom  camera packaged with custom controls,  tripod mount, and wireless
transmission system, these units are ideal for temporary surveillance situations
such as monitoring drug, gang, vandalism, and other activities.

o Wireless  Communications  Module. A patented  multi-network  capable Mobile or
Fixed  Location  system,  this product  creates a secure  incident scene virtual
private network that allows first responders to maintain  communications even if
major  infrastructure  is  destroyed.  The  Communications  Module also provides
wireless  connectivity  among  in-building  camera systems,  emergency  response
vehicles  and   dismounted   first   responders.   Designed  to  be  the  common
communication interface solution in a bank robbery or school security situation,
the ruggedized  enclosure allows it to withstand harsh environmental  conditions
such as  weather  and  temperature  extremes  in  vehicles  or remote  placement
scenarios.

o Ruggedized  Enclosure for Cisco 3200 Mobile Wireless  Router.  As one of three
certified  Cisco  manufacturers  nationwide,  this  product  will  generate  new
revenues  in 2005 and  beyond.  This  gives us access to 1600  authorized  Cisco
resellers and over 600 direct Cisco sales teams worldwide.

Current  Services  Offerings:  TechAlt  has  developed  a series of value  added
enhanced  offerings  and  capabilities  that  provide  an  ongoing  revenue  and
relationship  opportunity  with both  customers  and  solution  partners.  These
enhanced capabilities represent the critical differences in TechAlt's ability to
deliver a true "turnkey  solution" for secure mobile  wireless  first  responder
systems and differentiate  TechAlt from most other integrators in this space. It
is these  capabilities that also caused IBM, SBC and Motorola to bid the TechAlt
solution for Cook County. These offerings include:
o Grant Writing
o Integration Services


                                       3
<PAGE>

o Project Implementation Services
o Maintenance and Support Services

Grant  Writing.  In the last three fiscal  budgets,  the  Department of Homeland
Security  has  made  approximately  $3.5  billion  available  annually  to first
responders  nationwide  for  equipment  purchases.  TechAlt has  on-staff  grant
writers to assist our customers in obtaining these federal funds.

Integration Services. TechAlt's standards-based products are open-architectured,
allowing for integration with peripheral devices and legacy systems. TechAlt has
established  strategic alliances with companies providing  infrastructure design
and installation, peripheral device manufacturers, and software vendors. TechAlt
believes these  relationships will generate additional revenues for TechAlt when
sold as part of a turnkey solution package.

Project  Implementation  Services.  Deploying  a  community-wide  public  safety
network   requires   coordination   of   wireless   infrastructure   design  and
installation,  hardware and application integration,  and hardware, software and
network testing.

Maintenance and Support Services. In addition to the revenue stream generated by
the  implementation,  there are  continuing  revenues  associated  with on going
service, support, and expansion of these networks.

III. Market Opportunity

TechAlt is intensely focused on attractive market opportunities.  The market for
communications and emergency  services has been experiencing  tremendous growth.
TechAlt  intends  to  leverage  the  installed  base of 600  local and state law
enforcement  agencies  with close to 2,600 units of its basic  in-car  VHS-based
recording systems to develop a structured market for  state-of-the-art  Homeland
Security  Solutions.  TechAlt  believes these  solutions for local,  state,  and
federal police,  fire and EMT agencies  represent a 490,000-vehicle  opportunity
nationwide. Since December 2004 alone, TechAlt has sold and delivered nearly 100
in-car camera  systems to agencies in Illinois.  TechAlt  believes that this, in
combination with TechAlt's reseller partner's contract opportunities,  positions
the Company  very well for  accessing  the  approximately  $3.5  billion  annual
interagency interoperability,  communication and collaboration Homeland Security
market.  In addition,  the interest being expressed by education,  corporate and
commercial organizations in providing a better level of image-based security for
802.11  or WiFi  applications,  as  well  as  secure  mobile  wireless  services
continues to grow at a 58% annual growth rate.

In the  United  States  and  internationally,  emergency  services  markets  are
experiencing  a fundamental  shift from wired to wireless  communications.  This
shift is being  driven by the  compelling  economic and  practical  advantage of
wireless:  migrating  from a wired to a wireless  infrastructure  can improve an
organization's  financial performance through increased productivity and reduced
costs.  With TechAlt's  systems,  productivity can be increased  through greater
functionality  and flexibility in remote access  locations,  vehicles,  portable
handheld  computers  and  cell  phones.  Costs  can  be  reduced  through  lower
communications expenses, as well as fewer man-hours,  less paperwork and reduced
court time,  and by improved  community  support.  Significant  result is vastly
improved  community and officer safety.

The solutions  developed by TechAlt for this mission critical wired and wireless
data and  image  delivery  capability  provide  an  equally  advantageous  sales
opportunity in multiple commercial markets.  Most notably these markets include:
transportation, logistics, banking, insurance, health care and technical support
verticals. While TechAlt has targeted its initial marketing efforts to the first
responder  communications and in-car video market,  this niche represents only a
small portion of TechAlt's potential market.  TechAlt will continue to leverage,
through both direct and partner sales organizations, our installed systems while
delivering our secure  communications  solutions.  Current examples of TechAlt's
public-safety customers include Cook County, Illinois, the Illinois State Police
and Chula Vista,  CA. The company will also focus on the  thirty-four  (34) USAI
communities with $675 million awarded to them for the first responder systems.

Sales/Growth  Strategy:  Since  November  2004,  TechAlt  has been  building  an
integrated  sales  team  consisting  of  both  direct  and  indirect  resources.
Specifically,  it is  developing  an  in-house  direct  sales  force  that  will
identify,  train and  support a network  of  channel  partners  and Value  Added
Resellers ("VARS"). These


                                       4
<PAGE>

partners   currently   include:   IBM,  Cisco  Systems,   Twisted  Pair,  Nextel
Communications, Symbol Technologies, Verizon, Sprint, Panasonic, SAIC and GTSI.

One of TechAlt's  stronger channel  partners is Cisco,  which has produced a new
line of  wireless  routers for the law  enforcement  and  Department  of Defense
markets  for  multi-network  mobile  communications  support.  TechAlt  has been
certified by Cisco as a producer of a  "ruggedized"  enclosure for deployment in
police and emergency services  vehicles.  The TechAlt video solutions provide an
ideal  application to demonstrate  the  capabilities  of the Cisco Mobile Access
Router  (MAR).  As a result  of this  demonstrated  capability,  Cisco  chose to
feature  TechAlt  at its  International  Partner  Summit  2003 and  to-date  has
produced two videos  highlighting the TechAlt  solutions for the first responder
market.  In January TechAlt and Cisco signed a new agreement  providing  TechAlt
with an  additional  15%  discount  on  Cisco  components  used  in the  TechAlt
solutions.

Competitive  Advantages:  TechAlt has a technology  and marketing  strategy that
positions it to benefit from the  convergence  of two rapidly  growing  markets:
wireless  communications  and applications to support the objectives of Homeland
Security.  As more and more security threats move into the electronic world, the
demand for flexible,  cost-effective communications alternatives has exploded. A
recent  example is a potential  partner in Sweden that will  utilize the TechAlt
solution to provide security and first responder  communications  for high value
homes.  This opportunity will also leverage  TechAlt's Global Partner  Agreement
with IBM. TechAlt uses the mobile imaging  applications and secure wireless data
communications  as its entry point into this expanding  marketplace.  By proving
its wireless  communications  technology in this demanding environment,  TechAlt
believes  it is well  positioned  to expand  into  other  industries,  including
community-wide  wireless  network  management,  banking,  retail,  health  care,
insurance,  and  transportation.   TechAlt  believes  that  its  technology  and
operational  model  position  it as an  effective  provider  of secure  wireless
communications and imagery to any market that require solutions that:
o Serve significant numbers of remote users,
o Have time-critical communications, and
o Require market-proven technology.

TechAlt is currently  working to extend itself into the areas of  community-wide
wireless  "Hot  Spot"  networks,   security   monitoring  for  banks,   wireless
advertising,  and wireless credit card authorizations.  In addition,  TechAlt is
working to expand the  flexibility of the TechAlt  solution to provide  wireless
data communications technology and interoperable voice communications for a wide
variety of industries and  municipalities  through its  relationship  with Twist
Pair  Solutions,  a Seattle based (Voice over Internet  Protocol)  VoIP solution
provider.  On July 1, 2003,  TechAlt was awarded a "Notice of Patent  Allowance"
(Patent No.  6,587,441 B1) from the U.S. Patent Office.  This is a design patent
for TechAlt's  method of network  management and security for multiple  wireless
networks in a single delivery  system.  TechAlt has additional  potential patent
applications  covering  the  integration  of video  and  wireless  communication
techniques in a mobile  environment.  TechAlt is currently in  discussions  with
several   organizations  to  license,   cross-license  or  form  joint  business
relationships to capitalize on its patent.

            CAUTIONARY WARNING REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB,  including the  information we incorporate by
reference,  include forward-looking statements within the meaning of Section 27A
of the  Securities  Act and Section 21E of the Exchange Act. In some cases,  you
can identify  forward-looking  statements by terminology  such as "may," "will,"
"should," "could,"  "expects," "plans,"  "intends,"  "anticipates,"  "believes,"
"estimates," "predicts," "potential" or "continue" or the negative of such terms
and other comparable  terminology.  These  forward-looking  statements  include,
without  limitation,  statements about our market  opportunity,  our strategies,
competition,  expected  activities  and  expenditures  as we pursue our business
plan, and the adequacy of our available cash resources. Although we believe that
the expectations reflected in any forward-looking  statements are reasonable, we
cannot   guarantee   future   results,   levels  of  activity,   performance  or
achievements.   Actual  results  may  differ  materially  from  the  predictions
discussed in these forward-looking statements. Changes in the circumstances upon
which we base our predictions and/or forward-looking statements could materially
affect our actual results. Additional factors that could materially affect these
forward-looking  statements and/or predictions include,  among other things: (1)
whether the prime vendor  contract for secured  first  responder  communications
between  IBM  and  Cook  County  is  successfully  completed;  (2)  whether  our
significant  component  suppliers are able to deliver their products on a timely
basis;  (3) whether our investors  exercise their warrants to purchase shares of
common  stock for $1.00 per share  from us; (4) the  ability  of the  Company to
attract  and  retain  key   personnel;   (5)  potential   litigation   with  our
shareholders;  (6) the Company's ability to comply with federal, state and local
government  regulations;  and (7) other  factors over which we have little or no
control.

ITEM 2. DESCRIPTION OF PROPERTY

The Company  currently  leases office space for its corporate  office for $8,448
per month plus additional rent for real property taxes. The term of the lease is
two years.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


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<PAGE>

On October  15, 2004 via a written  consent in lieu of a special  meeting of the
shareholders,  a majority of the shareholders of the common stock of the Company
voted to amend the Articles of Incorporation, as amended, of the Company to, (i)
change the Company's  name to TechAlt,  Inc.,  and (ii) increase the  authorized
common stock of the Company  from  50,000,000  to  500,000,000  shares,  and the
increase of the  authorized  "blank check"  preferred  stock of the Company from
5,000,000 to 100,000,000  shares (the  "Amendment").  8,544,000 shares of common
stock were voted in favor of the Amendment. No votes were cast against, nor were
there abstentions or broker non-votes in connection with, the Amendment.

On  December  15,  2004 via a  unanimous  written  consent  in lieu of a special
meeting of the Series A Preferred Stock (the "Series A Preferred")  shareholders
of the Company,  all the  shareholders  of the Series A Preferred voted to amend
the  Certificate  of  Designation  of the Company to increase from  4,000,000 to
4,820,000 that number of shares of Series A Preferred which may be issued by the
Company (the "Series A Preferred  Amendment").  No votes were cast against,  nor
were there  abstentions  or broker  non-votes in connection  with,  the Series A
Preferred Amendment.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No market currently  exists for our common stock. As of March 16, 2005,  TechAlt
had  13,234,800  shares  of  common  stock  issueable  and  outstanding  and had
approximately 107 certificate stockholders of record.

The Company has not declared or paid,  nor has it any present  intention to pay,
cash dividends on its common stock.

                      Equity Compensation Plan Information
<TABLE>
<CAPTION>
----------------------------- ----------------------------- ---------------------------- ---------------------------
Plan Category                 Number of securities to be    Weighted-average exercise    Number of securities
                              issued upon exercise of       price of outstanding         remaining available for
                              outstanding options,          options, warrants and        future issuance under
                              warrants and rights (a)       rights (b)                   equity compensation plans
                                                                                         (excluding securities
                                                                                         reflected in column (a))

----------------------------- ----------------------------- ---------------------------- ---------------------------
<S>                                              <C>                             <C>                              <C>
Equity compensation plans
approved by security
holders(1)

----------------------------- ----------------------------- ---------------------------- ---------------------------
Equity compensation plans                        1,000,000  N/A                                                   0
not approved by security
holders(2)

----------------------------- ----------------------------- ---------------------------- ---------------------------
Total                                            1,000,000  N/A                                                   0

----------------------------- ----------------------------- ---------------------------- ---------------------------
</TABLE>
(1) TechAlt  intends to adopt a Stock Option Plan in the near future pursuant to
which it authorize  options to purchase  5,000,000  share of common stock of the
Company.
(2)  Consists  of the  Employment  Agreement  between  the  Company and James E.
Solomon,  Chairman and CEO. Pursuant to Mr. Solomon's Employment Agreement,  Mr.
Solomon is to be employed by the Company as the Chief  Executive  Officer for an
initial period of three (3) years,  which period shall be automatically  renewed
until  terminated  by the Company.  Solomon's  annual  salary is One Hundred and
Seventy  Five  Thousand  Dollars  ($175,000).  Solomon is eligible to receive an
annual cash bonus of up to Two Hundred  Fifty  Thousand  Dollars  ($250,000)  in
connection  with the gross revenues of the Company and may be granted options to
purchase  up to one  million  (1,000,000)  shares  of the  common  stock  of the
Company, subject to vesting.

Recent  Sales  of  Unregistered  Securities;  Use of  Proceeds  from  Registered
Securities

Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under Section 4(2) and of the Securities Act of 1933, in March 2005
the Company  sold,  in exchange  for  $220,000,  220,000  shares of its Series A
Preferred  (purchase  price of One Dollar  ($1.00)  per share) and  warrants  to
purchase  440,000 shares of the Company's  common stock  (exercise  price of One
Dollar ($1.00) per share) (the "Warrants") pursuant to its


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<PAGE>

Series A financing round (the "Offering").  Each share of the Series A Preferred
converts  into two (2) shares of the common stock of the  Company.  The Series A
Preferred and Warrants were issued to the following individuals:

------------------------------------------------------------------------
           Name              Series A Preferred(2)           Warrants(3)
------------------------------------------------------------------------
Chuck Claussen                         25,000                    50,000
------------------------------------------------------------------------
Marsana de Monserat                    95,000                   190,000
------------------------------------------------------------------------
Jonathan Leifer                        75,000                   150,000
------------------------------------------------------------------------
Bud Paras                              25,000                    25,000
------------------------------------------------------------------------
Total(1)                              220,000                   440,000
------------------------------------------------------------------------
(1) Sunrise Securities Corp. received a commission of 1,040,000 shares of common
stock and warrants to purchase 925,000 shares of common stock, exercise price of
$.50 per share, in connection with the Series A Preferred Offering, of which the
above security sales are a part.

(2) The holders of the Series A Preferred are be entitled to receive  cumulative
dividends ("Dividends") at a rate of 5.0% per annum (the "Dividend Rate"), which
shall be  cumulative,  accumulate  daily from the  Issuance  Date and be due and
payable  beginning  on October 1, 2004 (the  "First  Dividend  Date") and on the
first  day of each  Calendar  Quarter  after  the  First  Dividend  Date  (each,
including the First  Dividend  Date, a "Dividend  Date").  Any  accumulated  and
unpaid cash Dividend  Payments  which are not paid within five (5) Business Days
of such accumulated and unpaid  Dividends'  Dividend Date shall bear interest at
the rate of 15.0% per annum  from such  Dividend  Date until the same is paid in
full  (the  "Default  Interest").  No  Dividends  will be  paid  by the  Company
subsequent  to the first  fiscal  quarter in which the Company has EBITDA of One
Million Dollars ($1,000,000) or more.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of the Series A Preferred are entitled to receive
in cash out of the assets of the Company,  whether from capital or from earnings
available for distribution to its stockholders (the "Liquidation Funds"), before
any  amount  shall be paid to the  holders  of any of the  capital  stock of the
Company of any class  junior in rank to the Series A Preferred in respect of the
preferences as to distributions and payments on the liquidation, dissolution and
winding up of the Company,  an amount per Series A Preferred  share equal to Two
Dollars ($2.00).

The common stock of the Company is junior in rank to all issued shares of Series
A Preferred  with respect to the  preferences as to  distributions  and payments
upon the  liquidation,  dissolution  and  winding  up of the  Company.  Further,
without the prior express written consent of certain of the  shareholders of the
Series A Preferred,  the Company may not  authorize or make any amendment to the
Company's  Articles of  Incorporation  or bylaws,  or file any resolution of the
board of directors  of the Company  with the  Secretary of State of the State of
Nevada or enter  into any  agreement  containing  any  provisions,  which  would
adversely  affect or  otherwise  impair the rights or  relative  priority of the
holders of the Series A Preferred relative to the holders of the common stock or
the holders of any other class of capital stock.

If at any time the  Company  grants,  issues or sells any  Options,  Convertible
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of common  stock  (the  "Purchase
Rights"),  then the holders of Series A  Preferred  will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such  holder  could have  acquired  if such  holder had held the number of
shares of common  stock  acquirable  upon  complete  conversion  of the Series A
Preferred  (without  taking into account any  limitations or restrictions on the
convertibility of the Series A Preferred) immediately before the date on which a
record is taken for the grant,  issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of common stock
are to be determined for the grant, issue or sale of such Purchase Rights.

If at any time from and after the Issuance  Date,  (i) EBITDA  equals or exceeds
$1,000,000 (the "EBITDA  Requirement") and (ii) the Equity Conditions shall have
been  satisfied or waived in writing by the Required  Holders from and including
the  Mandatory  Conversion  Notice Date  through  and  including  the  Mandatory
Conversion Date (each,  as defined  below),  the Company shall have the right to
require  each holder of the Series A Preferred  to convert all or any portion of
the  Series  A  Preferred  then  outstanding  as  designated  in  the  Mandatory
Conversion Notice into fully paid,  validly issued and  nonassessable  shares of
common stock.

On any matter  presented to the  stockholders of the Company for their action or
consideration at any meeting of


                                       7
<PAGE>

stockholders  of the Company (or by written  action of  stockholders  in lieu of
meeting), each holder of outstanding Series A Preferred shall be entitled to the
number of votes equal to the number of whole  shares of common  stock into which
the Series A Preferred held by such holder are convertible as of the record date
for determining stockholders entitled to vote on such matter. Except as provided
by law,  holders of Series A Preferred  vote together with the holders of common
stock,  and with the holders of any other series of preferred stock the terms of
which so provide, as a single class.

Subject to certain limitations  prescribed by law and the rights and preferences
of the preferred  stock,  our board of directors is authorized,  without further
stockholder  approval,  from  time-to-time  to  issue  up  to  an  aggregate  of
100,000,000  shares of our preferred  stock, in one or more  additional  series.
Each new series of preferred  stock may have  different  rights and  preferences
that  may  be  established  by  our  board  of  directors.  A  majority  of  our
disinterested,  independent  directors  must  approve any  issuance by us of our
preferred stock.

The rights and preferences of future series of preferred stock may include:

o number of shares to be issued;

o dividend rights and dividend rates;

o right to convert the preferred stock into a different type of security;

o Voting rights attributable to the preferred stock;

o right to receive preferential payments upon a liquidation of the company;

o right to set aside a certain  amount of assets for  payments  relating  to the
preferred stock; and

o prices to be paid upon redemption of the preferred stock.

Each share of Series A Preferred  Stock is  convertible  into 2 shares of common
stock. There are 4,820,000 shares of Series A Preferred Stock authorized.

(3) Each  Warrant  entitles the holder to purchase one share of our common stock
at an exercise price per share of $1.00 per share of common stock.  The exercise
price is subject to adjustment upon the occurrence of certain events as provided
in the  Warrant.  Our  Warrants  may be exercised at any time prior to the fifth
anniversary date of the closing of this offering,  which is the expiration date.
Those of our warrants  which have not  previously  been exercised will expire on
the  expiration  date. A Warrant holder will not be deemed to be a holder of the
underlying  common  stock for any purpose  until the  Warrant has been  properly
exercised.  The warrants contain a cashless exercise  provision in the event the
shares of  common  stock  underlying  the  warrants  are not  registered  by the
Company.

The exercise  price is subject to adjustment if we declare any stock dividend to
stockholders,  effect  any split or  reverse  split  with  respect to our common
stock,  or sell  securities at a price below the exercise  price of the Warrant.
Therefore,  if we effect any stock  split or reverse  split with  respect to our
common stock, the exercise price in effect immediately prior to such stock split
or reverse split will be proportionately reduced or increased, respectively. Any
adjustment of the exercise price will also result in an adjustment of the number
of shares  purchasable upon exercise of a Warrant or, if we elect, an adjustment
of the number of Warrants outstanding.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

                                  TECHALT, INC.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with the financial statements and related notes to
the financial statements included elsewhere in this prospectus.  This discussion
contains  forward-looking  statements that relate to future events or our future
financial  performance.  These  statements  involve  known  and  unknown  risks,
uncertainties  and other  factors that may cause our actual  results,  levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking  statements.  These risks and other factors include, among
others,  those listed under "Risk Factors" and those included  elsewhere in this
Annual Report on Form 10-KSB.

When used in this  prospectus,  the words or phrases  "would be",  "will allow",
"intends to",  "will likely  result",  "are expected to", "will  continue",  "is
anticipated",  "estimate",  "project",  or similar  expressions  are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995. The Company  cautions readers not to
place undue reliance on any forward-looking  statements,  which speak only as of
the date made,  and advises  readers  that  forward-looking  statements  involve
various  risks  and   uncertainties.   The  Company  does  not  undertake,   and
specifically  disclaims any obligation to update any forward-looking  statements
to reflect  occurrences or unanticipated  events or circumstances after the date
of such statement.

YEARS ENDED DECEMBER 31, 2004 AND 2003

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's results
of operation  and  financial  condition as of December 31, 2004 and 2003 and for
the years then ended.  The  discussion  should be read in  conjunction  with the
financial statements and notes thereto.

The Company's  undertook several major activities during the year which resulted
in net loss of $4,104,000 for the twelve months ended  December 31, 2004.  These
activities included the settlement of a lawsuit, merger of the company, issuance
and  sale  on a  the  Series  A  Convertible  Preferred  Stock,  filing  of  the
Registration  Statement on Form SB-2 and the further development of the products
of the  company.  As a result  of these  activities  significant  expenses  were
incurred  in the last  quarter of the year  relating  to legal,  accounting  and
consulting services.

Selling,   general   and   administrative   expenses  of   $2,635,000   included
approximately  $1,237,000  of legal  and  accounting  fees,  $101,000  which are
accrued at December 31, 2004. The remaining  $1,398,000 of selling,  general and
administrative  included $179,000 of compensation agreement expense representing
amounts  owed the  Company's  Chief  Executive  Officer  upon  execution  of the
Compensation  Agreement,  which such  amounts  have been paid as of December 31,
2004.  The  $1,208,000  of  research  and  development  expenses  are  comprised
primarily  of  compensation  and related  expenses.  As part of this  Settlement
Agreement,  the company acquired  intellectual  property  rights.  Approximately
$385,000 of "In - process Research and  Development"  costs associated with this
were immediately expensed.

For the fiscal year ended December 31, 2003 selling,  general and administrative
expenses  of $581,000  included  approximately  $23,000 of legal and  accounting
fees. The remaining  $558,000 in selling,  general and  administrative  expenses
included  $312,000 for  consulting and the balance in  compensation  and related
expenses.  The $20,000 for  research  and  development  expenses  are  comprised
primarily  of  $15,000  in  outside  engineering  and  applications  development
services, with the balance in compensation and related expenses.

LIQUIDITY AND CAPITAL RESOURCES

During  the  twelve-months  ended  December  31,  2004,  cash used by  operating
activities  was  approximately  $2,490,000  as compared to cash used of $608,648
during the comparative prior year period. Cash provided by financing  activities


                                       8
<PAGE>


for  the  twelve-months  ended  December  31,  2004  was  $3,815,000,  resulting
primarily from net proceeds received from sale of Series A Convertible Preferred
Stock during 2004 of $3,835,000  with net proceeds  after cash offering costs of
$3,630,000.  Cash used in investing activities was $122,205 in 2004 for property
and equipment versus $6,934 in the prior year.


Off-Balance sheet arrangements - The Company does not have any off-balance sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on its financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that is material to investors.

RECENT DEVELOPMENTS -

SALE OF SERIES A CONVERTIBLE PREFERRED STOCK, WARRANTS AND ADDITIONAL INVESTMENT
RIGHTS - On August 24, 2004, pursuant to the private offering exemption provided
in Rule 506 of  Regulation  D of the  Securities  Act of 1933,  in exchange  for
$500,000,  before  offering  costs of  approximately  $40,000,  the Company sold
500,000 shares of its Series A Convertible  Preferred  Stock  (purchase price of
$1.00 per share)  (the  "Series A  Preferred"),  warrants  to purchase 1 million
shares of the  Company's  common  stock at an exercise  price of $1.00 per share
with a cashless  exercise  provision (the "Warrants") and Additional  Investment
Rights to purchase  3.5  million  additional  shares of Series A  Preferred  and
warrants to purchase  7,000,000  shares of common  stock at a purchase  price of
$1.00 per share (the "Series A Preferred  Rights") (the "Offering").  Each share
of Series A Preferred is convertible under certain circumstances into two shares
of  the  Company's  common  stock.  Thru  December  31,  2004,  pursuant  to the
Additional  Investment Rights, the Company issued or have issuable an additional
3,435,000  shares of  Series A  Convertible  Preferred  Stock  and  Warrants  to
purchase  6,780,000 shares of common stock,  each security having the same terms
as those in the  Offering,  and received net cash  proceeds of  $3,375,000.  The
Series A Preferred contain registration rights and damages of up to 3% per month
based on filing and effectiveness deadlines.

Terms of  Series A  Preferred  provides  for,  among  other  things,  cumulative
dividends  to be paid to  holders at a rate of 5% per  annum,  which  accumulate
daily from issuance date and payable quarterly, in certain circumstances payable
in the Company's  common stock,  each preferred  share to be convertible  into 2
shares of  Company  common  stock,  subject  to  anti-dilution  conversion  rate
adjustments,  a $2.00 per share liquidation  preference  amount, if common stock
dividends  are  declared,  Series A receives the same on an as converted  basis,
voting rights on an as-converted basis and limits payment of dividends on common
stock until certain financial targets are met.

COMPENSATION  AGREEMENT - In August 2004, the Company entered into an Employment
Agreement  with  Solomon,  pursuant  to which  Solomon is to be  employed by the
Company  as Chief  Executive  Officer  for an initial  period of 3 years,  which
period shall be  automatically  renewed  until  terminated  by the Company.  The
Employment   Agreement  provides  for  annual   compensation  of  $175,000,   an
opportunity  for  Solomon to earn  additional  annual  bonuses  upon the Company
attaining  certain  financial  targets,  and for the  Company  to grant  Solomon
options  to  purchase  up to 1 million  shares  of  Company  common  stock at an
exercise price being fair value at date of grant, subject to vesting. During the
twelve  months  ended  December  31, 2004,  the Company  recorded  approximately
$179,000 of  compensation  expense  which  includes  certain  executive  officer
benefits  incurred upon execution of the Employment  Agreement for  compensation
due upon signing and approximately  $43,000 of expense relating to reimbursement
to Solomon for costs and expenses  incurred in connection  with  development and
support of Intellectual Property acquired pursuant to the License Agreement. The
Employment  Agreement  also  provides for the Company to pay Solomon for certain
executive officer benefits throughout the term.

FINANCIAL  CONSULTING  ARRANGEMENT - Pursuant to terms of an arrangement  with a
financial  consultant,  in August 2004, the Company issued 300,000 shares of its
common  stock for  services  provided.  The  Company has  accounted  for this as
financial  consulting  expense of $150,000,  the estimated  fair value of common
stock issued, and as an increase in common stock and paid-in capital.

On December 15, 2004,  TechAlt paid $650,000 to Masanek,  which  payment  caused
certain  documents and  agreements to become  effective  pursuant to terms of an


                                       9
<PAGE>


Escrow  Agreement  entered  into on November  20,  2004  between  TechAlt,  TAI,
Masanek, SBD and Solomon, and their respective attorneys.  Material terms of the
agreements  and  transactions  occurring  subsequent  to these  payments  are as
follows:

AGREEMENT  AND PLAN OF  MERGER-  Pursuant  to the Merger  Agreement,  all of the
shares of common  stock of TAI (all of which were owned by Solomon and  Masanek)
were  exchanged  for  9,544,000  shares  of  common  stock of  TechAlt.  TechAlt
Acquisitions,  Inc., a wholly-owned  subsidiary of TechAlt,  was merged with and
into TAI, with TAI becoming a wholly-owned subsidiary of TechAlt (the "Merger").
Additionally,  pursuant to terms of the Merger Agreement, TechAlt issued 400,000
shares of its common stock to an investment advisor as consideration for capital
raising   services   provided  and  100,000   shares  of  its  common  stock  as
consideration  for $50,000 cash. Upon  consummation  of the Merger,  Solomon and
Masanek together own  approximately 83% of the voting common stock of the merged
entity and obtained  management control and the shareholders of TechAlt prior to
the License  Agreement and name change from Dendo Global Corp. own approximately
17%. The transaction,  in which TechAlt  Acquisitions,  Inc. was merged with and
into TAI, is  accounted  for as a  recapitalization  of TAI and  combination  of
entities  under  common  control as of the August 24, 2004  license date and the
Company is deemed to have issued  1,656,000 common shares to the shareholders of
TechAlt.  Inasmuch  as the former  TAI  shareholders  own a majority  of TechAlt
common stock after the merger and obtained management control, TAI is considered
to be the  acquiring  corporation  for  accounting  purposes.  The  consolidated
financial  statements after the transaction  consist of the balance sheet of TAI
and TechAlt,  the operations of TechAlt from the August 24, 2004 license closing
date and the historical operations of TAI.

SETTLEMENT AGREEMENT - Pursuant to terms of the Settlement Agreement between the
TechAlt and Masanek,  among other things, (i) the License Agreement entered into
between TechAlt and TAI in August 2004 was rescinded,  which rescission included
rescinding the 10,044,000  shares of TechAlt common stock issued pursuant to the
License  agreement,  (ii) TechAlt paid Masanek  $650,000 cash, (iii) TechAlt and
Masanek  entered into Sales,  Consulting,  Registration  Rights,  Right of First
Refusal and Escrow Agreements, (iv) TechAlt issued a Convertible Promissory Note
for  $1,150,000  to Services by  Designwise,  Ltd.  ("SBD"),  a company owned by
Masanek,  payable  $650,000 one year from  issuance and the  remainder two years
from issuance subject to acceleration, as defined, based on capital raises, with
interest at 5%, and convertible into shares of TechAlt common stock on the basis
of $1.00 per share,  and secured by  substantially  all assets of  TechAlt,  (v)
TechAlt  issued  warrants to Masanek  for the right to purchase  for a period of
five years  750,000  shares of TechAlt  common  stock for $1.00 per share with a
cashless exercise  provision  (determined to have a Black-Scholes  pricing model
fair value of $0), (vi) TechAlt  received from SBD the  assignment of all right,
title and  interests  in certain  intellectual  property  and  inventory  of SBD
relating to In-Car Based  Communications  Data Capture and Video  Systems  (such
intellectual   property  and  inventories   having   estimated  fair  values  of
approximately $386,000 and $209,000, respectively),  (vii) TechAlt paid $140,000
for the attorneys fees of Masanek,  and (viii) settlement of certain claims made
by Masanek against TechAlt and others in a lawsuit filed in the Circuit Court of
Cook County,  Illinois,  (ix) the Company  entered into a 3 year sales agreement
with a commitment  for the Company to purchase from SBD  $1,250,000 of equipment
inventory  per year plus pay 6.25% to 6.75%  royalties  on certain  third  party
supplied  goods,  and (x) a consulting  agreement for which the Company will pay
SBD  $25,000  for the first  four  months  and  $6,250 per month for the next 32
months plus other benefits.

The amount of intangible assets  pertaining to the intellectual  property rights
acquired in connection with the Settlement Agreement,  were immediately expensed
as of the acquisition date as "In-process  Research and Development" as a result
of the intellectual property not having yet attained technological feasibility.

RAISING ADDITIONAL  FINANCING - Among other conditions satisfied with respect to
consummation  of the Merger,  was that  TechAlt  received  cash of not less than
$1,500,000  from  issuances of  securities  through the  exercise of  Additional
Investment  Rights  issued to certain  investors in August 2004  pursuant to the
terms of its recent Series A Preferred stock and Warrant  financing.  Subsequent
to December  31,  2004 and  through  March 29,  2005  TechAlt  received  cash of
approximately  $880,000 from the  additional  sale of 880,000 shares of Series A
Preferred  stock and  warrants to purchase  1,760,000  shares of TechAlt  common
stock for $1.00 per share.


                                       10
<PAGE>


CONTRACT  TO SUPPLY  EQUIPMENT  TO COOK  COUNTY - In July 2004,  the Company was
awarded a contract  to supply  certain  equipment,  software  and  services to a
contractor doing business with Cook County Commissioner's Office. The Commission
approved a plan to implement a county-wide  wireless  communications  system.  A
grant of  approximately  $13 million from the Urban Area Security  Initiative of
the  Department of Homeland  Security has been accepted to fund the project.  An
additional  grant of  approximately  $17 million has also been  approved for the
second phase of the project.  The  contract is  anticipated  to result in future
Company revenues of approximately $9 million.

AGREEMENT  WITH IBM - In October 2004,  the Company  entered into a Statement of
Work ("SOW") with International  Business Machines  Corporation  ("IBM") for the
Phase  1  Implementation  of  TAI's  wireless  communications  product  line  in
connection with Cook County's  mobile  wireless video and data network  project.
The SOW  serves as the  Company's  official  notice and  authorization  to begin
implementation of and billing for the project. Pursuant to terms of the SOW, TAI
will be providing hardware and software,  and maintenance services through 2009,
under Phase 1 for which it is to receive payments of approximately $2.9 million.
In Phase 1 of the project, 15 radio towers and 32 municipal and county buildings
will  be  configured  as  wireless  hotspots.  Company's  multi-network  capable
communications  modules will be used to transmit video and data to police, fire,
and  emergency  services  vehicles.  This live  streaming  video will help first
responders  orchestrate  a  coordinated  response to  emergencies.  The wireless
network will provide  first  responders  in remote  locations  with  information
already  shared  on the  county's  wired  network.  Police,  fire and  emergency
services personnel will have real-time access to law enforcement databases,  GIS
information, hazmat information and other data on the Cook County network.

REGISTRATION  STATEMENT  ON FORM SB-2 - On  November  15, 2004  TechAlt  filed a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
regarding the  registration of  approximately  40 million shares of TAI's common
stock to be sold by certain TechAlt stockholders.  The selling stockholders will
offer the common stock in amounts,  at prices and on terms to be  determined  at
the time of the  offering.  TechAlt will not receive any proceeds from the sales
of the common stock by the selling  stockholders.  Shares of the TechAlt  common
stock are not currently quoted on any exchange or the over-the-counter  bulletin
board  market.  TechAlt  has  applied  for  trading of its  common  stock on the
over-the-counter bulletin board.

BASIS OF PRESENTATION  AND GOING CONCERN  UNCERTAINTIES - Since  inception,  the
Company  has  incurred  losses and may never  achieve or sustain  profitability.
Operating expenses are expected to increase significantly as the Company expands
its sales and  marketing  efforts and  otherwise  supports its expected  growth.
Given these planned expenditures, the Company may incur additional losses in the
near future. The Company needs additional financing and could be required to cut
back or stop  operations  if  sufficient  funding is not raised.  The  Company's
ability to continue  operations  will depend on positive cash flow, if any, from
future  operations and its ability to raise  additional  funds through equity or
debt financing.  While, Company management  anticipates that cash to be received
in the future  resulting from the Agreement with IBM, and additional  cash to be
received from private and institutional investors will be sufficient to fund our
current operations and capital requirements for the next 12 months, there can be
no assurance that such amounts will be realized.

As disclosed in report of Independent  Registered  Public Accounting Firm on the
Company's  financial  statements for the years ended December 31, 2004 and 2003,
these matters raise substantial doubt about the Company's ability to continue as
a going concern. The accompanying financial statements have been prepared on the
basis that the Company will  continue as a going  concern and do not include any
adjustments  to reflect the possible  future  effects on the  recoverability  of
assets and liquidation of liabilities that may result from these uncertainties.

CRITICAL ACCOUNTING POLICIES

The Company's  financial  statements are prepared in accordance  with accounting
principles generally accepted in the United States of America, which among other
things,  requires  management  to make  estimates  and  assumptions  that affect
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities  at the date of financial  statements  and reported  amounts of
revenues and expenses during reporting periods.  These estimates and assumptions
are  affected by  management's  application  of  accounting  policies.  Critical
accounting  policies applied in December 31, 2004 financial  statements  include
accounting revenues,  accounting for research and development costs,  accounting
for non-cash issuances of capital stock.


                                       11
<PAGE>


RESEARCH AND  DEVELOPMENT  COSTS - Research  and  development  costs,  which are
comprised primarily of compensation,  consulting costs, supplies,  materials and
related  costs,  are  expensed as  incurred.  The value of  acquired  In-process
Research and Development is charged to expense on the date of acquisition if the
acquired intellectual property has not attained  "technological  feasibility" as
of that date.


INCOME  TAXES - The Company  continues to record a valuation  allowance  for the
full amount of deferred income taxes,  which would otherwise be recorded for tax
benefits  relating to  operating  loss  carryforwards,  as  realization  of such
deferred tax assets cannot be determined to be more likely than not.


                                       12
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

                          TECHALT, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

         Report of Independent Registered Public Accounting Firm      F - 1
         Consolidated Balance Sheet                                   F - 2
         Consolidated Statements of Operations                        F - 3
         Consolidated Statements of Cash Flows                        F - 4
         Consolidated Statements of Changes in Stockholders' Deficit  F - 5
         Notes to Consolidated Financial Statements                   F - 6 - 17


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders'
TechAlt, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Techalt, Inc. and
Subsidiary  at December 31, 2004,  and the related  consolidated  statements  of
operations,  changes in  stockholders'  deficit,  and cash flows for each of the
years ended December 31, 2003 and 2004. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Techalt,  Inc. and  Subsidiary as of December 31, 2004, and the results of their
operations  and their cash flows for the years ended  December 31, 2003 and 2004
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated  financial  statements,   the  Company  has  recurring  net  losses
including a net loss in 2004 of $4,104,201,  has cash used in operations in 2004
of  $2,489,809,   and  has  a  working  capital  deficit  of  $1,078,728  and  a
stockholders'  deficit of $1,491,193  at December 31, 2004.  These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 1. The consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.


SALBERG & COMPANY, P.A.
Boca Raton, Florida
March 25, 2005


                                      F-1
<PAGE>
                          TechAlt, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                December 31, 2004

<TABLE>
<CAPTION>

<S>                                                                                 <C>
Current assets
  Cash and cash equivalents                                                         $ 1,202,748
  Accounts receivable, net of allowance of $28,000                                       96,319
  Inventories                                                                           208,800
  Prepaid expenses and other current assets                                             130,405
                                                                                    -----------
     Total current assets                                                             1,638,272
Property and equipment, net                                                             120,228
                                                                                    -----------

           Total assets                                                             $ 1,758,500
                                                                                    ===========

Current liabilities
  Accounts payable                                                                  $   393,513
  Accounts payable-related parties                                                      203,576
  Accrued liabilities                                                                   246,212
  Deferred revenue                                                                    1,051,280
  Current portion of notes payable to bank                                               21,508
  Advances due to officer                                                               138,780
  Current portion of note payable due to affiliate of shareholder                       650,000
  Accrued preferred stock dividends                                                      12,131
                                                                                    -----------
          Total current liabilities                                                   2,717,000
Notes payable to bank, net of current portion                                            32,693
Note payable to affiliate of shareholder, net of current portion                        500,000
                                                                                    -----------
          Total liabilities                                                           3,249,693
                                                                                    -----------

Commitments and Contingencies (Note 5)

Stockholders' Deficit
  Preferred stock, $0.001 par value, 100,000,000 shares authorized, of which,
    4,820,000 million are authorized and designated as Series A Preferred Stock,
    3,935,000 shares issued and outstanding, liquidation preference of $7,870,000         3,935
  Common stock, $0.001 par value,
    500,000,000 shares authorized, 13,234,800 shares issued and outstanding              13,235
  Additional paid-in capital                                                          3,946,378
  Deferred stock-based consulting                                                      (129,792)
  Accumulated deficit                                                                (5,324,949)
                                                                                    -----------
     Total stockholders' deficit                                                     (1,491,193)
                                                                                    -----------

           Total liabilities and stockholders' deficit                              $ 1,758,500
                                                                                    ===========
</TABLE>


                See accompanying notes to financial statements.


                                      F-2
<PAGE>

                          TechAlt, Inc. and Subsidiary
                      Consolidated Statements of Operations

                                            Year ended December 31,
                                          --------------------------
                                              2003          2004
                                          -----------    -----------

Revenue                                   $   192,209    $   291,120
Cost of goods sold                            128,193        101,511
                                          -----------    -----------
Gross profit                                   64,016        189,609
                                          -----------    -----------
Operating expenses
  Selling, general and administrative         581,082      2,635,605
  Research and development                     19,665      1,208,808
  Business development                        149,527        438,952
                                          -----------    -----------
     Total operating expenses                 750,274      4,283,365
                                          -----------    -----------

Loss  from operations before interest        (686,258)    (4,093,756)
Interest expense                                   --        (10,445)
                                          -----------    -----------

Net loss                                     (686,258)    (4,104,201)

Preferred stock dividends                          --        (18,434)
                                          -----------    -----------

Net loss attributable to holders of
common stock                              $  (686,258)   $(4,122,635)
                                          ===========    ===========

Basic and diluted net loss attributable
to holders of common stock                $     (0.07)   $     (0.42)
                                          ===========    ===========


Weighted average shares used
  in computing loss per share               9,544,000      9,809,016
                                          ===========    ===========


                See accompanying notes to financial statements.


                                      F-3
<PAGE>

                          TechAlt, Inc. and Subsidiary
           Consolidated Statement of Changes in Stockholders' Deficit
                     Years Ended December 31, 2003 and 2004

<TABLE>
<CAPTION>
                                                             Series A
                                                         Preferred stock          Common stock
                                                        -------------------   --------------------

                                                         Shares     Amount      Shares      Amount
                                                        ---------   -------   ----------   --------
<S>                                                     <C>         <C>       <C>          <C>

Balance at December 31, 2002                                   --   $    --    9,544,000   $  9,544
  Net loss
                                                        ---------   -------   ----------   --------
Balance at December 31, 2003                                   --        --    9,544,000      9,544
Shares deemed issued to shareholders of Dendo
  Global Corp. in connection with recapitalization                             1,656,000      1,656
Common stock issued for cash                                                     100,000        100
Common stock issued for services                                                 700,000        700
Common stock issuable for services                                               100,000        100
Common stock issued for services                                                 894,800        895
Common stock issuable for services                                               240,000        240
Warrants to purchase common stock issued for services
Offering costs paid in common stock and warrants
Offering costs paid or accrued
Issuance of Series A Convertible Preferred for cash     3,835,000     3,835
Issuance of Series A Convertible Preferred
  upon conversion of convertible debenture                100,000       100
Preferred stock dividends
Warrants to purchase common stock issued for services
Amortization of deferred stock-based consulting
  Net loss
                                                        ---------   -------   ----------   --------
Balance at December 31, 2004                            3,935,000   $ 3,935   13,234,800   $ 13,235
                                                        =========   =======   ==========   ========
<CAPTION>
                                                          Additional      Deferred
                                                            paid-in      stock-based    Accumulated
                                                            capital      consulting      deficit         Total
                                                          -----------    ----------    -----------    -----------
<S>                                                       <C>            <C>           <C>            <C>
Balance at December 31, 2002                              $    (8,544)   $       --    $  (516,056)   $  (515,056)
  Net loss                                                                                (686,258)      (686,258)
                                                          -----------    ----------    -----------    -----------
Balance at December 31, 2003                                   (8,544)           --     (1,202,314)    (1,201,314)
Shares deemed issued to shareholders of Dendo
  Global Corp. in connection with recapitalization            (36,608)                                    (34,952)
Common stock issued for cash                                   49,900                                      50,000
Common stock issued for services                              349,300                                     350,000
Common stock issuable for services                             49,900                                      50,000
Common stock issued for services                              446,505                                     447,400
Common stock issuable for services                            119,760      (120,000)                           --
Warrants to purchase common stock issued for services          50,098                                      50,098
Offering costs paid in common stock and warrants             (747,498)                                   (747,498)
Offering costs paid or accrued                               (290,000)                                   (290,000)
Issuance of Series A Convertible Preferred for cash         3,831,165                                   3,835,000
Issuance of Series A Convertible Preferred
  upon conversion of convertible debenture                     99,900                                     100,000
Preferred stock dividends                                                                  (18,434)       (18,434)
Warrants to purchase common stock issued for services          32,500       (32,500)                           --
Amortization of deferred stock-based consulting                              22,708                        22,708
  Net loss                                                                              (4,104,201)    (4,104,201)
                                                          -----------    ----------    -----------    -----------
Balance at December 31, 2004                              $ 3,946,378    $ (129,792)   $(5,324,949)   $(1,491,193)
                                                          ===========    ==========    ===========    ===========
</TABLE>

                See accompanying notes to financial statements.


                                      F-4
<PAGE>

                          TechAlt, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                     Year ended December 31,
                                                                                     ------------------------
                                                                                        2003          2004
                                                                                     ----------   -----------
<S>                                                                                  <C>          <C>
Cash flows from operating activities:
 Net loss                                                                            $ (686,258)  $(4,104,201)
    Adjustments to reconcile net loss to net cash
      used  by operating activities:
        Depreciation and amortization expense                                             6,081        18,964
        Stock issued for services                                                            --       150,000
        Bad debt                                                                             --        28,000
        Amortization of deferred compensation                                                --        22,708
        Acquired In-Process research and development                                         --       372,971
        Changes in operating assets and liabilities:
           Accounts receivable                                                          (10,125)     (114,194)
          Prepaid expenses and other current assets                                       9,371      (128,875)
          Accounts payable                                                               50,692       283,669
          Accrued liabilities                                                            21,591       156,301
          Advances due to officer                                                            --        35,031
          Due to employees                                                                   --        (8,080)
          Accounts payable-related party                                                     --      (244,783)
          Deferred revenue                                                                   --     1,042,680
                                                                                     ----------   -----------
               Net cash used by operating activities                                   (608,648)   (2,489,809)
                                                                                     ----------   -----------
Cash flows from investing activities:
     Purchase of property, plant & equipment                                            (15,334)     (122,205)
     Proceeds from disposal of automobile                                                 8,400            --
                                                                                     ----------   -----------
          Net cash used by investing activities                                          (6,934)     (122,205)
                                                                                     ----------   -----------
Cash flows from financing activities:
     Proceeds from short term borrowing                                                      --       304,201
     Proceeds from convertible debenture                                                     --       100,000
     Payment of short term borrowing                                                         --      (250,000)
     Payment of preferred stock dividends                                                    --        (6,302)
     Offering costs                                                                          --      (205,000)
     Repayment of bank overdraft                                                         11,756       (13,137)
     Advances payable to affiliate of shareholder                                       193,518            --
     Advances from officer                                                              103,749            --
     Amounts payable to affiliate of shareholder                                        306,559            --
     Proceeds from sale of preferred stock                                                   --     3,835,000
     Proceeds from sale of common stock                                                      --        50,000
                                                                                     ----------   -----------
          Net cash provided  by financing activities                                    615,582     3,814,762
                                                                                     ----------   -----------
Net increase  in cash and cash equivalents                                                   --     1,202,748
Cash and cash equivalents, beginning of period                                               --            --
                                                                                     ----------   -----------
Cash and cash equivalents, end of period                                             $       --   $ 1,202,748
                                                                                     ==========   ===========

Supplemental disclosures of cash flow information:
  Cash paid for interest                                                             $       --   $     1,484
                                                                                     ==========   ===========
  Cash paid for taxes                                                                $       --   $        --
                                                                                     ==========   ===========

Supplemental disclosure of non-cash investing and financing activities:
      Note issued for inventory, in-process r&d and accounts payable-related party   $       --   $   595,482
                                                                                     ==========   ===========
    Intellectual property acquired with note payable to affiliate of shareholder     $       --   $   372,971
                                                                                     ==========   ===========
    Preferred stock issued upon conversion of convertible debenture                  $       --   $   100,000
                                                                                     ==========   ===========
   Equity offering costs accrued                                                     $       --   $    85,000
                                                                                     ==========   ===========
   Net liabilities acquired in recapitalization                                      $       --   $    34,952
                                                                                     ==========   ===========
</TABLE>


                See accompanying notes to financial statements.


                                      F-5
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - TechAlt,  Inc.  ("TechAlt")  was organized  under the laws of the
State of  Nevada in 1994,  as Top  Flight  Software,  Inc.,  which  subsequently
changed its name to Dendo Global Corp.  Effective  October 15, 2004, the Company
changed its name from Dendo Global Corp. to TechAlt.  As more fully described in
Note 3, in  December  2004,  Technology  Alternatives,  Inc.  ("TAI")  became  a
wholly-owned  subsidiary of TechAlt.  The  transaction,  in which a wholly-owned
subsidiary of TechAlt, TechAlt Acquisitions, Inc., was merged with and into TAI,
is accounted for as a recapitalization  of TAI and combination of entities under
common  control.  Inasmuch  as the former  TAI  shareholders  own a majority  of
TechAlt common stock after the merger and obtained  management  control,  TAI is
considered  to  be  the  acquiring  corporation  for  accounting  purposes.  The
consolidated   financial   statements  after  the  transaction  consist  of  the
historical  financial statements of TAI, together with the operations of TechAlt
from August 24, 2004, the date of the License Agreement, as more fully described
in Note 3. TAI was organized  under the laws of the State of Illinois in January
2002.

DESCRIPTION  OF  BUSINESS - TechAlt  and its  subsidiary,  TAI,  (together,  the
"Company") is engaged in the sale of portable wireless communications  solutions
used  by  emergency   first   responders   for   interagency   interoperability,
communication and collaboration used in Homeland security, emergency medical and
disaster response.  Sales of these products are generally made to an independent
contractor hired by local, state or federal agencies.

BASIS  OF  PRESENTATION  AND  GOING  CONCERN  -  The  accompanying  consolidated
financial  statements have been prepared in conformity  with generally  accepted
accounting  principles  in the  United  States  of  America,  which  contemplate
continuation  of the Company as a going  concern.  The Company has recurring net
losses  including a net loss in 2004 of $4,104,201,  has cash used in operations
in 2004 of  $2,489,809,  and has a working  capital  deficit of $1,078,728 and a
stockholders'  deficit of $1,491,193 at December 31, 2004. These factors,  among
others,  raise substantial doubt about the ability of the Company to continue as
a going  concern.  The  consolidated  financial  statements  do not  include any
adjustments  that  might  result  from  the  outcome  of  these   uncertainties.
Management's  plans include,  among other things,  additional  equity  financing
activities,  the expansion of bank and vendor financing and cash flows generated
from sales activities all of which, Management believes will provide the Company
the ability to continue as a going concern.

PRINCIPLES OF CONSOLIDATION - The consolidated  financial statements include the
accounts of TechAlt,  Inc.  and its  wholly-owned  subsidiary.  All  significant
intercompany balances and transactions have been eliminated in consolidation.

USE OF  ESTIMATES--The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
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 during the reporting period. Significant estimates in 2003
and 2004 include  valuation  of accounts  receivable,  valuation  of  inventory,
valuation of acquired intangible, valuation of capital stock and warrants issued
for services and income taxes  including  the  valuation of deferred tax assets.
Actual results could differ from those estimates.

CASH AND CASH  EQUIVALENTS  - The  Company  considers  all  highly  liquid  debt
investments  purchased  with a  maturity  of  three  months  or  less to be cash
equivalents.


                                      F-6
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

ACCOUNTS  RECEIVABLE - Accounts receivable result from the sale of the Company's
products and  services  and is reported at  anticipated  realizable  value.  The
Company  estimates  its  allowance  for  doubtful  accounts  based on a specific
identification  basis and additional  allowances as needed based upon historical
collections  experience.  Accounts  receivable is considered past due if payment
has not been  received  from the  customer  within  thirty  days and  management
reviews the  customer  accounts on a routine  basis to  determine  if an account
should be written off.

INVENTORY - Inventory is comprised of finished goods stated at cost,  determined
on the first-in, first-out basis.

PROPERTY AND EQUIPMENT - Property and equipment is stated at cost.  Depreciation
is computed on a  straight-line  basis over  estimated  useful  lives of assets,
ranging  from 2 to 3 years.  Costs for repair and  maintenance  are  expensed as
incurred.

REVENUE  RECOGNITION - The Company  recognizes  revenue when there is persuasive
evidence of an arrangement,  the product has been delivered or the services have
been provided to the  customer,  the sales price is fixed or  determinable,  and
collectibility is reasonably assured.  Delivery terms are generally FOB shipping
point,  typically  the  Company's  facility.  The  Company  reduces  revenue for
estimated  customer returns and other allowances when reasonably known.  Amounts
billed in advance of revenue recognition are included in deferred revenue.

Revenue from  hardware  sales is  recognized  when the product is shipped to the
customer  and  when  there  are  no  unfulfilled  obligations  that  affect  the
customer's  final  acceptance.  Revenue  from  sales of  software  licenses  and
software maintenance  subscriptions are recognized on a straight-line basis over
the subscription term.

STOCK BASED  COMPENSATION  - The Company  accounts for stock  options  issued to
employees in  accordance  with the  provisions of  Accounting  Principles  Board
("APB") Opinion No. 25,  "Accounting for Stock Issued to Employees," and related
interpretations.  As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price.  Such  compensation  amounts are amortized  over the  respective  vesting
periods of the option grant.  The Company  adopted the disclosure  provisions of
SFAS No.  123  "Accounting  for  Stock-Based  Compensation,"  and  SFAS No.  148
"Accounting  for Stock Based  Compensation - Transition and  Disclosure,"  which
permits  entities to provide pro forma net income (loss) and pro forma  earnings
(loss)  per  share  disclosures  for  employee  stock  option  grants  as if the
fair-valued based method defined in SFAS No. 123 had been applied.

SHIPPING  AND  HANDLING  - Amounts  billed to  customers  relating  to  shipping
handling  costs are included as an offset to related  freight  costs,  which are
included in costs of goods sold in the accompanying statements of operations.

RESEARCH AND  DEVELOPMENT--Research  and development  costs, which are comprised
primarily of compensation,  consulting  costs,  supplies,  materials and related
costs, are expensed as incurred.  The value of acquired  in-process Research and
Development  is charged to expense on the date of  acquisition  if the  acquired
intellectual  property has not attained  "technological  feasibility" as of that
date.

CONCENTRATION OF RISK - Two customers  accounted for 57% and 27%,  respectively,
of the Company's  sales in 2003 and another two customers  accounted for 26% and
14%,  respectively,  of the Company's sales in 2004. One supplier, an affiliate,
accounted for 93% and 76% of the Company's  cost of goods sold in 2003 and 2004,
respectively.


                                      F-7
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

INCOME  TAXES - The  Company  accounts  for  income  taxes  in  accordance  with
Statement of  Financial  Accounting  Standards  No. 109  "Accounting  for Income
Taxes".   SFAS  109   requires  the  Company  to  provide  a  net  deferred  tax
asset/liability  equal to the expected future tax  benefit/expense  of temporary
reporting  differences  between book and tax and any available operating loss or
tax credits.  The Company continues to record a valuation allowance for the full
amount of deferred  income  taxes,  which would  otherwise  be recorded  for tax
benefits  relating to  operating  loss  carryforwards,  as  realization  of such
deferred tax assets cannot be determined to be more likely than not.

PRODUCT  WARRANTIES - The Company has a limited warranty on certain products for
a period of one year from the date of  receipt of the  product by the  customer.
The Company will, at its option, either repair or replace with new or used parts
any of the  products  sold which  prove to be  defective.  In the absence of any
significant  warranty  exposures,  at  December  31,  2004,  the Company has not
recorded an accrued warranty liability.

LOSS PER SHARE - The  computation of net loss per share  attributable to holders
of common stock is based on the weighted  average  number of shares  outstanding
during the period presented in accordance with Statement of Financial Accounting
Standards No. 128 "Earnings Per Share". Net loss is increased by preferred stock
dividends   (paid  or  payable)  in  the  computation  of  net  loss  per  share
attributable  to  holders  of  common  stock.  Dilutive  loss  per  share is not
presented as the effects of  including  common stock  equivalent  shares,  which
there were none prior to 2004, would be anti-dilutive for all periods presented.
Computations of net loss per share for the year ended December 31, 2004, exclude
7,870,000 common shares  potentially  issuable  pursuant to terms of outstanding
Series A  Convertible  Preferred  Stock,  1,150,000  common  shares  potentially
issuable pursuant to a convertible  promissory note and 10,958,000 common shares
issuable upon exercise of  outstanding  warrants and options.  Such common stock
equivalents may dilute future earnings per share.

FAIR VALUE OF FINANCIAL INSTRUMENTS--The Company's financial instruments consist
of cash,  accounts  receivable,  accounts  payable,  amounts  payable to related
parties,  notes  payable and Series A  Convertible  Preferred  Stock,  and their
carrying amounts approximate fair value due to their short maturities and recent
occurrences.

RECENT ACCOUNTING  PRONOUNCEMENTS - Statement of Financial  Accounting Standards
("SFAS")  No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
Activities",  SFAS No. 147, "Acquisitions of Certain Financial Institutions - an
Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", SFAS
No. 148, "Accounting for Stock-Based  Compensation - Transition and Disclosure -
an Amendment of FASB Statement No. 123",  SFAS No. 149,  "Amendment of Statement
133 on Derivative Instruments and Hedging Activities", SFAS No. 150, "Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity",  SFAS No. 151 "Inventory Costs, an amendment of ARB No. 43, Chapter 4",
SFAS No. 152 "Accounting for Real Estate Time-Sharing Transactions, an amendment
of FASB  Statements  No. 66 and 67", and SFAS No. 153  "Exchanges of Nonmonetary
Assets,  an  amendment  of APB Opinion No. 29" were  recently  issued.  SFAS No.
146,147,148,149,  150, 151, 152 and 153 had no  applicability  to the Company or
their effect on the  financial  statements  was not  significant.  . In December
2004,  the FASB issued  SFAS No.  123(R) that will  require  compensation  costs
related to share-based  payment  transactions  to be recognized in the financial
statements.  With limited  exceptions,  the amount of compensation  cost will be
measured  based  on the  grant-date  fair  value  of  the  equity  or  liability
instruments  issued.  In  addition,  liability  award  will be  remeasured  each
reporting  period.  Compensation cost will be recognized over the period that an
employee  provides service in exchange for the award.  Statement 123(R) replaces
FASB Statement No. 123 and supercedes APB Opinion No. 25, and is effective as of
the beginning of the first interim or annual  reporting period that begins after
June 15, 2005.


                                      F-8
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

RECLASSIFICATIONS  - Certain  amounts  in the year 2003  consolidated  financial
statements  have been  reclassified  to  conform  to the year 2004  consolidated
presentation.

NOTE 2 - AGREEMENT AND PLAN OF MERGER AND SETTLEMENT AGREEMENT

On  December  15,  2004,  TechAlt  paid  $650,000 to the former 45% owner of TAI
("Masanek"),  which such  payment  then  provided  that  certain  documents  and
agreements  became effective  pursuant to terms of an Escrow  Agreement  entered
into in November 2004 between TechAlt,  TAI, Masanek and the former 55% owner of
TAI  ("Solomon").  Material terms of the agreements and  transactions  occurring
subsequent to these payments are as follows:

Agreement  and Plan of  Merger-  Pursuant  to the Merger  Agreement,  all of the
shares of common  stock of TAI (all of which were owned by Solomon and  Masanek)
were  exchanged  for  9,544,000  shares  of  common  stock of  TechAlt.  TechAlt
Acquisitions,  Inc., a wholly-owned  subsidiary of TechAlt,  was merged with and
into TAI, with TAI becoming a wholly-owned subsidiary of TechAlt (the "Merger").
Additionally,  pursuant to terms of the Merger Agreement, TechAlt issued 400,000
shares of its common stock to an investment advisor as consideration for capital
raising   services   provided  and  100,000   shares  of  its  common  stock  as
consideration  for $50,000 cash. Upon  consummation  of the Merger,  Solomon and
Masanek together own  approximately 83% of the voting common stock of the merged
entity and obtained  management control and the shareholders of TechAlt prior to
the License  Agreement and name change from Dendo Global Corp. own approximately
17%. The transaction,  in which TechAlt  Acquisitions,  Inc. was merged with and
into TAI, is  accounted  for as a  recapitalization  of TAI and  combination  of
entities  under  common  control as of the August 24, 2004  license date and the
Company is deemed to have issued  1,656,000 common shares to the shareholders of
TechAlt.  Inasmuch  as the former  TAI  shareholders  own a majority  of TechAlt
common stock after the merger and obtained management control, TAI is considered
to be the  acquiring  corporation  for  accounting  purposes.  The  consolidated
financial  statements after the transaction  consist of the balance sheet of TAI
and TechAlt,  the operations of TechAlt from the August 24, 2004 license closing
date and the historical operations of TAI.

Settlement Agreement - Pursuant to terms of the Settlement Agreement between the
TechAlt and Masanek,  among other things, (i) the License Agreement entered into
between TechAlt and TAI in August 2004 was rescinded,  which rescission included
rescinding the 10,044,000  shares of TechAlt common stock issued pursuant to the
License  agreement,  (ii) TechAlt paid Masanek  $650,000 cash, (iii) TechAlt and
Masanek  entered into Sales,  Consulting,  Registration  Rights,  Right of First
Refusal and Escrow Agreements, (iv) TechAlt issued a Convertible Promissory Note
for  $1,150,000  to Services by  Designwise,  Ltd.  ("SBD"),  a company owned by
Masanek,  payable  $650,000 one year from  issuance and the  remainder two years
from issuance subject to acceleration, as defined, based on capital raises, with
interest at 5%, and convertible into shares of TechAlt common stock on the basis
of $1.00 per share,  and secured by  substantially  all assets of  TechAlt,  (v)
TechAlt  issued  warrants to Masanek  for the right to purchase  for a period of
five years  750,000  shares of TechAlt  common  stock for $1.00 per share with a
cashless exercise  provision  (determined to have a Black-Scholes  pricing model
fair value of $0), (vi) TechAlt  received from SBD the  assignment of all right,
title and  interests  in certain  intellectual  property  and  inventory  of SBD
relating to In-Car Based  Communications  Data Capture and Video  Systems  (such
intellectual   property  and  inventories   having   estimated  fair  values  of
approximately $386,000 and $209,000, respectively),  (vii) TechAlt paid $140,000
for the attorneys fees of Masanek,  and (viii) settlement of certain claims made
by Masanek against TechAlt and others in a lawsuit filed in the Circuit Court of
Cook County,  Illinois,  (ix) the Company  entered into a 3 year sales agreement
with a commitment  for the Company to purchase from SBD  $1,250,000 of equipment
inventory  per year plus pay 6.25% to 6.75%  royalties  on certain  third  party
supplied  goods,  and (x) a consulting  agreement for which the Company will pay
SBD  $25,000  for the first  four  months  and  $6,250 per month for the next 32
months plus other benefits.


                                      F-9
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

The amount of intangible assets  pertaining to the intellectual  property rights
acquired in connection with the Settlement Agreement,  were immediately expensed
as of the acquisition date as "In-process  Research and Development" as a result
of the intellectual property not having yet attained technological feasibility.

License Agreement - On August 20, 2004, Dendo Global Corp ("Dendo") and its then
majority  (52%)  shareholder  and sole  member  of its board of  directors  (the
"Warranting   Shareholder")   entered  into  an  Intellectual  Property  License
Agreement with  Technology  Alternatives,  Inc.  ("TAI"),  which  agreement (the
"License Agreement") was consummated on August 24, 2004 ("Closing"). Pursuant to
the License  Agreement,  in exchange  for the issuance of  10,044,000  shares of
Company common stock ("Common Stock"), the Company licensed certain intellectual
property  owned  by  TAI.  The  initial  term  of  the  License  was  6  months,
automatically  extended for additional 6 month terms until  terminated by mutual
agreement. In connection with the License Agreement the Company made payments to
former Dendo  shareholders  of  approximately  $77,000 for the  cancellation  of
27,219,000 shares of Dendo common stock.

The License Agreement provided for the Company to raise equity funding (cash) of
at least $500,000 within 5 days following Closing (the "Initial  Funding"),  and
of at least an additional  $3.5 million  within 90 days  following  Closing (the
"Final Funding").  In the event the fundings were not timely completed or if the
"Historical  Stockholders"  owned less than 8% of the  outstanding  common stock
upon consummation of the Final Funding, then the Warranting  Shareholder had the
option for 14  calendar  days to  terminate  the  Agreement,  subject to certain
remedy provisions.

After  issuance  of shares and  cancellation  of shares in  connection  with the
License  Agreement,  TAI  owned  4  million  shares  of  the  12  million  total
outstanding  and  Solomon,   the  majority   shareholder  of  TAI,  directly  or
beneficially  owned an additional  approximately  4.5 million shares. In certain
circumstances, Solomon, voting shares directly or beneficially owned, along with
voting shares  beneficially  owned by TAI, had control to vote approximately 71%
of the Company's  outstanding common shares.  Inasmuch as Solomon had a majority
ownership  interest  in the  Company  after the  issuance  of  common  shares in
connection  with the  License  Agreement,  the  Intellectual  Properties  rights
acquired  by the  Company  from  Solomon  have been  recorded  in the  amount of
Solomon's net book value of such assets,  and that same value assigned to shares
issued.  As a result of previously  expensing  costs incurred in connection with
developing  such assets,  the net book value was $0, which is the value recorded
by the Company for this  transaction  accounted for in a manner  similar to that
ascribed for transactions with entities under common control.

NOTE 3 -       PROPERTY AND EQUIPMENT

Property and Equipment is comprised of the following at December 31, 2004:

Computer equipment and software           $  36,884
Demonstration equipment                      22,602
Office furniture and equipment               18,820
Vehicle                                      72,019
                                          ---------
                                            150,325
 Accumulated depreciation                   (30,097)
                                          ---------

         Property and Equipment, net      $ 120,228
                                          =========


                                      F-10
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

Depreciation was $6,081 and $18,964 for 2003 and 2004, respectively.

Substantially  all of  the  Company's  property  and  equipment  is  pledged  as
collateral for borrowing and other obligation agreements. (see Note 4)

NOTE 4 - NOTES PAYABLE

During 2004, the Company entered into three  promissory  notes payable to a bank
totaling $54,201,  due in April and May 2007, bearing interest at an annual rate
of 5.75%,  and payable in equal monthly  payments for 30 months.  The promissory
notes are  collateralized  by automobiles owned by the Company and guaranteed by
TechAlt.  Principal  payments  on the notes are  $21,508,  $22,993 and $9,700 in
2005, 2006 and 2007, respectively.

Additionally,  in November  2004,  the Company  borrowed  $250,000 from the bank
pursuant to terms of a 60-day  promissory note,  bearing interest at 1% over the
6% prime rate,  and in December  2004,  the Company  repaid the note and related
interest. The note was guaranteed by Solomon.

In  December  2004,  the  Company  issued  a  Convertible  Promissory  Note  for
$1,150,000 to SBD, payable $650,000 one year from issuance and the remainder two
years  from  issuance  subject to  acceleration,  as  defined,  based on capital
raises, with interest at 5%, and convertible into shares of Company common stock
on the basis of $1.00 per  share,  and  secured  by  substantially  all  Company
assets.  There  was no  beneficial  conversion  amount as the  conversion  price
exceeded  the fair value of the common  stock on the  promissory  note  issuance
date.

Future principal payments on all notes payable are $671,508, $522,993 and $9,700
in 2005, 2006 and 2007, respectively.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Compensation  Agreement- In August 2004, the Company  entered into an Employment
Agreement  with  Solomon,  pursuant  to which  Solomon is to be  employed by the
Company  as Chief  Executive  Officer  for an initial  period of 3 years,  which
period shall be  automatically  renewed  until  terminated  by the Company.  The
Employment   Agreement  provides  for  annual   compensation  of  $175,000,   an
opportunity  for  Solomon to earn  additional  annual  bonuses  upon the Company
attaining  certain  financial  targets,  and for the  Company  to grant  Solomon
options  to  purchase  up to 1 million  shares  of  Company  common  stock at an
exercise price being fair value at date of grant, subject to vesting. During the
year ended December 31, 2004,  the Company  recorded  approximately  $179,000 of
compensation  expense which includes certain executive officer benefits incurred
upon execution of the Employment Agreement for compensation due upon signing and
approximately  $43,000 of expense relating to reimbursement to Solomon for costs
and expenses incurred in connection with development and support of Intellectual
Property acquired pursuant to the License  Agreement.  The Employment  Agreement
also  provides  for the Company to pay Solomon  for  certain  executive  officer
benefits throughout the term.

Financial  Advisor  Arrangement  - Pursuant  to terms of an  arrangement  with a
financial  consultant,  in August 2004, the Company issued 300,000 shares of its
common  stock  for  services  provided.  The  Company  has  accounted  for  this
transaction  as financial  consulting  expense of $150,000,  the estimated  fair
value of common  stock  issued,  and as an increase in common  stock and paid-in
capital.


                                      F-11
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

In connection  with an investment  banking  agreement,  at December 31, 2004 the
Company had issuable  894,800  common  shares and  warrants to purchase  768,000
common shares at $0.50  exercisable  for four years.  The $447,400  value of the
common stock based on the  valuation of $.50 per share and $50,098  value of the
common stock warrants (based on a  Black-Scholes  valuation using zero dividends
and zero volatility,  interest rate of 3.48% and term of 4 years) was treated as
offering  costs  deducted  from Series A funds raised as a charge to  additional
paid-in capital. (see Note 6)

In connection with a one-year Public  Relations  agreement  entered into in late
November 2004, the Company has issuable 240,000 common shares valued at $120,000
based on the  valuation  of  common  stock at $.50 per  share  and  warrants  to
purchase 500,000 common shares at $.50 per share and 500,000 at $1.00 per share.
The warrants were valued at $32,500 (based on a  Black-Scholes  valuation  using
zero dividends and zero volatility, interest rate of 3.48% and term of 4 years).
The total value of $152,500  has been  deferred as a component  of  stockholders
equity and is being amortized over the one-year term.  Amortization  was $22,708
in 2004. (see Note 6)

Business  Development  Agreement - In February 2005, the Company  entered into a
one-year Business Development Agreement with a financial advisor, which replaces
the  Company's  prior  agreement  with the  advisor  and one of its  affiliates.
Pursuant to terms of the  Business  Development  Agreement,  the Company paid or
accrued  $290,000 and is to issue a total of 600,000  shares of its common stock
and 570,000  warrants to purchase  Company  common stock at a price of $1.00 per
share with a  four-year  term,  and has agreed to pay fees for future  financing
funds  received by the Company during the agreement term of cash equal to 10% of
future  financing  proceeds  received  and 10% of the  securities  issued in the
financing. Pursuant to terms of the replaced agreements, as of December 31, 2004
the Company issued 400,000 shares and has issuable  100,000 shares of its common
stock to this  advisor  for  business  development  services  related to raising
capital, and sold 100,000 shares of common stock for $50,000 cash. (see Note 6)

Operating  Lease - The Company  leases its office and  manufacturing  facilities
pursuant to terms of a lease  agreement.  Prior to May 2003,  the Company leased
the facilities  pursuant to a series of short-term lease agreements.  Commencing
in May 2003,  the Company  entered  into a three year lease,  requiring  monthly
rents of approximately  $6,700,  increasing to  approximately  $7,100 during the
last year of the lease.  Rent expense for the years ended  December 31, 2003 and
2004,  approximated  $69,000  and  $93,700,  respectively,  and is  included  in
selling,  general and administrative  expense.  Future minimum lease obligations
pursuant to the lease  approximate  $84,000  and  $28,000  during 2005 and 2006,
respectively.

Royalty  Agreement - The Company is party to a royalty  agreement  that requires
royalty payment to a patent holder of the technology related to mounting certain
of the  Company's  products  in the  trunk  of a motor  vehicle.  The  agreement
provides for a royalty of 5% of the net sales price, as defined, of every mobile
video recording system covered by the patent and minimum payment on every system
in the amount of $150. Expenses incurred pursuant to this Royalty Agreement were
approximately $5,000 and $11,680 for the years ended December 31, 2003 and 2004,
respectively and is included in selling, general and administrative expense.

Contract  to Supply  Equipment  to Cook  County - In July 2004,  the Company was
awarded a contract  to supply  certain  equipment,  software  and  services to a
contractor doing business with Cook County Commissioners  Office. The Commission
approved a plan to implement a county-wide  wireless  communications  system.  A
grant of  approximately  $13 million from the Urban Area Security  Initiative of
the  Department of Homeland  Security has been accepted to fund the project.  An
additional  grant of  approximately  $17 million has also been  approved for the
second phase of the project.  The  contract is  anticipated  to result in future
Company revenues of approximately $9 million.


                                      F-12
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

Agreement  with IBM - In October 2004,  the Company  entered into a Statement of
Work ("SOW") with International  Business Machines  Corporation  ("IBM") for the
Phase 1 Implementation of the Company's wireless  communications product line in
connection with Cook County's  mobile  wireless video and data network  project.
The SOW  serves as the  Company's  official  notice and  authorization  to begin
implementation of and billing for the project. Pursuant to terms of the SOW, the
Company  will be providing  hardware  and  software,  and  maintenance  services
through 2009, under Phase 1 for which it is to receive payments of approximately
$2.9 million.  During  December  2004,  the Company  received  approximately  $1
million from IBM, which the Company has recorded as deferred revenue at December
31, 2004.

In Phase 1 of the project, 15 radio towers and 32 municipal and county buildings
will be configured as wireless  hotspots.  The Company's  multi-network  capable
communications  modules will be used to transmit video and data to police, fire,
and  emergency  services  vehicles.  This live  streaming  video will help first
responders  orchestrate  a  coordinated  response to  emergencies.  The wireless
network will provide  first  responders  in remote  locations  with  information
already  shared  on the  county's  wired  network.  Police,  fire and  emergency
services personnel will have real-time access to law enforcement databases,  GIS
information, hazmat information and other data on the Cook County network.

Registration  Statement on Form SB-2 - The Company is in the process of filing a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
regarding  registration  of  approximately  40 million  shares of Company common
stock to be sold by certain  stockholders.  The selling  stockholders will offer
common stock in amounts,  at prices and on terms to be determined at the time of
the  offering.  The Company will not receive any  proceeds  from sales of common
stock by selling stockholders.  Shares of Company common stock are not currently
quoted on any exchange or  over-the-counter  bulletin board market.  The Company
has  applied for trading of its common  stock on the  over-the-counter  bulletin
board. The Series A Preferred shares contain  registration rights and damages of
1.5% per month or part of any month based on filing and effectiveness deadlines.
Accrued damages were $60,000 at December 31, 2004.

NOTE 6 - STOCKHOLDERS' EQUTIY

In October 2004, the Company amended its articles of  incorporation  to increase
the authorized common and preferred stock to 500,000,000 and 100,000,000 shares,
respectively, and established a $.001 par value for each.

Series A Convertible Preferred Stock, Warrants and Additional Investment Rights

During 2004,  pursuant to the private offering exemption provided in Rule 506 of
Regulation D of the  Securities  Act of 1933,  in exchange for  $3,835,000,  the
Company sold 3,835,000 shares of its Series A Convertible Preferred Voting Stock
(purchase  price of $1.00 per share)  (the  "Series A  Preferred"),  warrants to
purchase  7,670,000 shares of the Company's common stock at an exercise price of
$1.00 per share with a cashless  exercise  provision  for the period ending five
years  from  issuance  (the  "Warrants")  and  Additional  Investment  Rights to
purchase 65,000 additional shares of Series A Preferred with 130,000 warrants at
a  purchase  price of $1.00 per share (the  "Series A  Preferred  Rights")  (the
"Offering").  Each share of Series A  Preferred  is  convertible  under  certain
circumstances  into two shares of the Company's  common  stock,  at a conversion
price of $0.50 per common share, the price  determined by Company  management to
represent  the fair  value of such  stock at the  issuance  date.  The  Series A
Preferred  holders  have voting  rights on an as converted  basis.  The Series A
Preferred  shares contain  registration  rights and damages of 1.5% per month or
part of any month based on filing and  effectiveness  deadlines.  An  additional
820,000 Series A Preferred were authorized in December 2004.


                                      F-13
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

Terms of  Series A  Preferred  provides  for,  among  other  things,  cumulative
dividends  to be paid to  holders at a rate of 5% per  annum,  which  accumulate
daily from issuance date and payable quarterly, in certain circumstances payable
in the Company's  common stock,  each preferred  share to be convertible  into 2
shares of  Company  common  stock,  subject  to  anti-dilution  conversion  rate
adjustments,  a $2.00 per share liquidation  preference  amount, if common stock
dividends are declared,  Series A receives same on an as converted basis, voting
rights on an as converted basis, and limits payment of dividends on common stock
until certain financial targets are met.

Convertible Debenture and Conversion to Series A Preferred

In June 2004,  the Company  entered  into a 10% Secured  Cumulative  Convertible
Debenture  in the  amount of  $100,000,  with a maturity  date in June 2005,  or
earlier  under  certain  circumstances.  The debenture was secured by one of the
Company's  patents.  In December  2004,  a  conversion  agreement  was  executed
converting the principal  amount into 100,000  shares of the Company's  Series A
Convertible  Preferred  Stock and Warrants to purchase  200,000 shares of common
stock on the terms and conditions of the Offering.

Common Stock

In August 2004, a consultant was issued 300,000 common shares valued at $150,000
based on a $.50 per share  valuation  of common stock based on a recent sale and
the conversion rate of Series A Preferred.  The $150,000 was expensed. (see Note
5)

In 2004 as amended in February 2005,  400,000 shares were issued and 100,000 are
issuable at December 31, 2004 under an agreement  for capital  raising  services
and 100,000  shares  were issued for cash of $50,000 to a financial  consultant.
The shares for  services  were  valued at  $250,000  based on the $.50 per share
common stock valuation from  contemporaneous  issuances and conversion  terms of
the Series A Preferred.  The $250,000 was charged to additional  paid-in capital
as a Series A Preferred offering cost. (see Note 5)

In 2004, 894,800 common shares became issuable pursuant to an Investment Banking
Agreement  relating to the Series A Preferred sale. The shares are valued at the
$.50 per share common stock valuation or an aggregate $447,400 which was charged
to additional paid-in capital as an offering cost. (see Note 5)

At December 31, 2004 the Company has 240,000  common shares  issuable  valued at
$120,000  based on the  valuation  of common  stock at $.50 per share,  issuable
pursuant  to a  Public  Relations  Agreement.  The  $120,000  is  deferred  as a
component of equity to be amortized  over the  one-year  term of the  agreement.
Amortization in 2004 was $22,708. (see Note 5)

In December  2004,  the  original  shareholders  of TechAlt,  Inc.  (f/k/a Dendo
Global) were deemed to have been issued  1,656,000  common shares  pursuant to a
recapitalization of the Company (see Note 3).

Warrants and Options outstanding

In connection  with various  financing  transactions  and  consulting  and other
agreements in 2004, the Company has issued investors,  advisors and shareholders
warrants and options to purchase  shares of the Company's  common  stock.  Those
warrants  and options had a life of either four or five years.  A summary of the
options  issued as of  December  31,  2004,  and  changes  during the year is as
follows:


                                      F-14
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

                                                                 Weighted
                                                                  Average
                                                Number of        Exercise
                                            Warrants/Options       Price
                                            ----------------      -------
Balance at Beginning of year                            0        $     --
Compensatory Warrant/Options-non employee       2,338,000        $   0.73

Compensatory Warrant/Option-employee                    0               0

Non-Compensatory Warrant/Option-non-employee    8,620,000            1.00
                                               ----------        --------
Balance at End of year                         10,958,000        $   0.94
                                               ==========        ========

Exercisable at end of year                     10,958,000        $   0.94
                                               ==========        ========

Weighted average fair value during the year                      $   0.04
                                                                 ========


The  following  table   summarizes   information   about  warrants  and  options
outstanding at December 31, 2004:
<TABLE>
<CAPTION>
             Options Outstanding                           Options Exercisable
 --------------------------------------------   ------------------------------------------
                                 Weighted                       Number         Weighted
                Number            Average        Range       Outstanding        Average
 Range of      Outstanding       Remaining        of              at           Remaining
 Exercise      at December      Contractual     Exercise       December       Contractual
   Price         31, 2004           Life         Price         31, 2004          Life
 ----------   ---------------   -------------   ---------    -------------    ------------
<S>           <C>               <C>             <C>          <C>              <C>
 $    0.50         1,268,000        4.32        $    0.50        1,268,000            4.32
 $    1.00         9,690,000        4.90        $    1.00        9,690,000            4.90
              ---------------                   ---------    -------------    ------------
                  10,958,000                                   10,958,000
</TABLE>

NOTE 7 - RELATED PARTY TRANSACTIONS

During the fiscal years ended December 31, 2003 and 2004,  the Company  received
approximately  $194,000  and $0,  respectively,  primarily  for working  capital
purposes from SBD.  Borrowings are due on demand, are unsecured and non-interest
bearing. The balance at December 31, 2004 was $0.

Purchases of equipment  from SBD included in cost of goods sold in 2003 and 2004
totaled $119,000 and $76,917, respectively.  Additionally,  during 2003 and 2004
the Company incurred  consulting fees payable to SBD of  approximately  $294,000
and $204,000. The amounts are included in general and administrative expenses on
the  accompanying  financial  statements.  At December 31, 2004, the Company had
accounts payable to SBD of approximately  $14,000, which is included in accounts
payable-related party.

Advances  payable to the Company's  President and 55% founding  shareholder  was
$103,749 at December 31, 2003.  These advances are due on demand,  unsecured and
non-interest bearing. At December 31, 2004, advances payable was $138,780.

In April 2003, the Company's 55% shareholder  contributed to the Company certain
intellectual property,  including a patent covering the method and apparatus for
transporting  data over a managed  wireless  network using unique  communication
protocol.  The Company  recorded the contributed  property at the  shareholder's
basis in such assets, which amount was zero.


                                      F-15
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

An officer of the Company in 2004 is also a  principal  owner of a law firm that
provided services to the Company in 2004.  Expenses incurred to this law firm in
2004 were $624,288. Accounts payable-related party in the amount of $189,576 was
due  to  this  law  firm  at  December   31,  2004  and   included  in  accounts
payable-related party.

An attorney who  provided  legal  services  during 2004 became an officer of the
Company on January 1, 2005.  Fees charged to operations  for legal services from
this attorney were approximately $70,300 in 2004.

The  Agreement and Plan of Merger,  Settlement  Agreement  and  agreements  with
financial  advisors are also  considered to be agreements and  transactions  by,
between  and among  related  parties  inasmuch  as all  parties  have  ownership
interests in the Company,  especially those  transactions with the Company's two
founders.

NOTE 8 - INCOME TAXES

There was no income tax during 2003 and 2004 due to the Company's net loss.  The
Company's tax expense differs from the "expected" tax expense for the year ended
December 31, (computed by applying the federal corporate tax rate of 35% to loss
before taxes), as follows:
                                         2003              2004
                                         ----              ----

 Computed "expected" tax benefit     $   240,200       $ 1,436,500
 Non deductible costs                     (3,800)           (4,000)
 State income tax benefit                 34,300           202,200
 Change in valuation allowance          (270,700)       (1,634,700)
                                     -----------       -----------
                                     $        --       $        --
                                     ===========       ===========

Tax effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at December 31, 2004 are as follows:

  Deferred Tax Assets:
    Intangible and other non-current assets   $   641,472
    Net operating loss carryforwards            1,474,182
                                              -----------
                                                2,115,654
  Deferred tax liabilities-fixed assets            (7,460)
                                              -----------
                                                2,108,194
  Deferred tax asset valuation allowance       (2,108,194)
                                              -----------
  Net deferred tax asset                      $        --
                                              ===========

In assessing the  recoverability  of deferred tax assets,  management  considers
whether it is more likely than not that, some portion or all of the deferred tax
assets  will  be  realized.  The  valuation  allowance  has  been  increased  by
approximately  $270,700 and $1,634,700 for the years ended December 31, 2003 and
2004, respectively, as a result of increased net operating losses. Net operating
loss  carry-forwards  aggregate  approximately  $3,693,000  and  expire in years
through 2022.


                                      F-16
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2004

NOTE 9 - SUBSEQUENT EVENTS

RAISING ADDITIONAL FINANCING - Subsequent to December 31, 2004 and through March
29, 2005 TechAlt  received cash of  approximately  $880,000 from the  additional
sale of 880,000  shares of Series A  Preferred  stock and  warrants  to purchase
1,760,000  shares of TechAlt  common  stock for $1.00 per share.  An  additional
193,600 common shares and warrants to purchase  176,000 common shares are due as
an offering cost.

OPERATING  LEASE - In March 2005 TechAlt  entered  into an  operating  lease for
equipment  to be used in a multi  city  demo  network.  The  total  value of the
equipment  was  $670,000.  The term of the lease is twenty  four  months  with a
monthly lease payment of $7,600.

REGISTRATION  STATEMENT  ON FORM SB-2 - TechAlt  is in the  process  of filing a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
regarding the  registration of  approximately 40 million shares of the Company's
common  stock  to  be  sold  by  certain  TechAlt   stockholders.   The  selling
stockholders  will offer the common stock in amounts,  at prices and on terms to
be determined at the time of the offering. TechAlt will not receive any proceeds
from the sales of the common  stock by the selling  stockholders.  Shares of the
TechAlt  common  stock  are  not  currently   quoted  on  any  exchange  or  the
over-the-counter  bulletin board market.  TechAlt has applied for trading of its
common stock on the over-the-counter bulletin board.


                                      F-17

<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

On October 20, 2004 (the "Dismissal Date"), Pritchett, Siler & Hardy, PC
("PS&H"), was dismissed as independent auditor of TechAlt, in connection with
the engagement of Salberg & Company, P.A., as the independent registered public
accounting firm for the Company ("Salberg"). PS&H's reports on the Company's
10-KSB and 10-KSB for each of the years ended December 31, 2003 and 2002,
respectively, and all subsequent interim periods up and until the Dismissal
Date, did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
other than reflecting an uncertainty as to the Company's ability to continue as
a going concern.

During each of the two (2) years ended December 31, 2003 and 2002, and all
subsequent interim periods up and until the Dismissal Date, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to PS&H's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.

The Company requested PS&H to furnish a letter addressed to the United States
Securities and Exchange Commission, stating whether they agree with the
statements made by the Company in the Current Report on Form 8-K, and, if not,
stating the respects in which it does not agree. A copy of this letter, dated as
of October 20, 2004, was filed as Exhibit 16.1 to the Current Report on Form 8-K
filed October 20, 2004.

On October 20, 2004, the Company engaged Salberg as its independent registered
public accounting firm to audit the Company's financial statements. During each
of the two (2) years ended December 31, 2003 and 2002, and all subsequent
interim periods up and until the Dismissal Date, the Company did not consult
Salberg on any matters described in Item 304(a)(2)(i) of Regulation S-B. During
each of the two (2) years ended December 31, 2003 and 2002, and all subsequent
interim periods up and until the Dismissal Date, the Company did not consult
Salberg on any matters described in Item 304(a)(2)(ii) of Regulation S-B.

The decision to change accountants was recommended and approved by the Board of
Directors of the Company on October 20, 2004.

ITEM 8A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
the Chief Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15(b) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective. There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2004 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS,  AND CONTROL PERSONS;  COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

NAME                  AGE                   POSITION

James E. Solomon       56     Chief Executive Officer; Chairman of the Board of
                              Directors


                                       13
<PAGE>


George Loera           53     Director

C. Pete Ashi           44     Director

Peter Lynch            57     President & Chief Operating Officer

James J. Hurley        56     Chief Financial Officer

Barbara Roberts        41     Vice President of Sales and Business Development

David M. Otto          45     Secretary

Michael J. Lightfoot   54     Vice President of Administration

JAMES E. SOLOMON is the Chairman of our Board of Directors and has served as our
Chief Executive Officer since August 2004. Mr. Solomon is also the President and
Chief  Executive  Officer  of  Technology  Alternatives,   Inc.  of  Schaumburg,
Illinois. Mr. Solomon's career has been that of the technology  entrepreneur and
he has  been  active  in the  technology  industry  for the past 32  years.  Mr.
Solomon's  experience  includes  work as a developer,  engineer,  and creator of
businesses  in the  PC,  CD-ROM,  Relational  Database,  Telecommunications  and
Wireless industries.

After many years of participation in the AeA (American Electronics Association),
Mr. Solomon became the chairman for the Midwest Council,  member of the national
board of directors, International and Technology committees. Through the AeA, he
has  become an advisor  on  wireless  technologies  to World  Business  Chicago,
Chicago  Software  Association  - Wireless  Roundtable,  Chicagoland  Chamber of
Commerce,  Metropolitan  Planning Commission,  Chicagoland Workforce Boards, the
Mayor's  Council of Technology  Advisors  (Chicago) and currently is a Member of
the Governor's Broadband Task Force (Illinois).

Mr. Solomon has successfully  raised over  $15,000,000  through venture funds in
multiple rounds for several of his companies.  He developed  relationships  with
every major  telecommunications  carrier and several minor carriers in the U.S.,
Canada, Ecuador,  Colombia, Peru, Australia, New Zealand, and China markets. Mr.
Solomon developed partner relationships with NCR, Diebold,  Fujitsu, and created
strategic  relationships with Chase,  Citicorp,  First Union,  Nations,  Bank of
America and Wells-Fargo Banks.

Mr.  Solomon's  companies  developed the  technology  for the  electronic  image
capture,  store and forward of "mug shots" for law  enforcement  for the Chicago
police  department.  Other clients have included AT&T,  Hyatt Hotels,  Wal-Mart,
Kmart,  J.C.  Penney's,  and Sears for development of mission  critical  on-line
transaction processing applications.  Mr. Solomon's company was one of the first
licensees of CD-ROM  technology in the U.S. and developed  strong  international
relationships  in the  Netherlands  and Japan.  As a result he became one of the
industry  leaders  in tools  for  image  digitization,  storage,  retrieval  and
transmission for the insurance, banking and intelligence markets.

Mr. Solomon has held a series of positions with ever increasing responsibilities
for  both  domestic  and  international  companies  including  GOOItech,  Sayers
Advanced Systems, Informix, MicroTRENDS, Digital Research, Wang Laboratories and
Tandem  Computer.  These  organizations  gave  him the  opportunity  to  develop
relationship  and management  skills with  customers in the  Telecommunications,
Insurance, Financial, Banking, Distribution and Pharmaceutical industries.

Mr.  Solomon's  educational  background  includes the  University of Missouri at
Columbia,  Civil  Engineering,  University of Missouri at Kansas City,  Business
Administration,  and the Stanford University  Executive MBA Program. In addition
to Mr. Solomon's AeA duties his professional memberships have included the Chief
Information  Officer  Organization,  Strategic  Account  Management  Association
(SAMA),  Wireless Data Forum,  Cellular Telephone Industry  Association  (CTIA),
American   Banking   Association,   Banking   Industry   Association,   and  the
International Association of Home Financing.

PETER LYNCH has served as our Chief Operating  Officer since October of 2004 and
as our President since February 2005. Mr. Lynch has extensive  senior  executive
level management experience in the broadband communications industry including a
combination  of domestic  and  international  entrepreneurial  assignments.  Mr.
Lynch's radio  frequency  experiences  originate from building and growing cable
television operations initially. Mr.


                                       14
<PAGE>


Lynch jointly founded a British competitive communications carrier that provided
cable TV and  voice  communication  services  over an  integrated  network.  Mr.
Lynch's  wireless  communication  industry  experience  started  with a publicly
traded,  MMDS television  services  provider where he led their evolution into a
wireless  ISP  business  model  as  the  company's  Chief   Operating   Officer.
Internetworking  and data  communications  remained at the center of Mr. Lynch's
activities when he became the President of a competitive  local exchange carrier
(CLEC)  that  pioneered  the  integration  of packet  telephony  and  high-speed
Internet  using ATM circuits.  Mr. Lynch  returned to the wireless arena when he
became Chairman of a leading  provider of antennas to the LMR,  Wi-Fi,  and WLAN
markets.

GEORGE  LOERA has served as a member of our Board of  Directors  since August of
2004. For the past 18 years Mr. George Loera has been the owner and President of
Chicago United Industries.  Ltd., a multi-million dollar distribution and supply
company  located in Chicago,  Illinois.  Mr.  Loera is active in local civic and
business  affairs,  being Co-Founder and Past President of the  Mexican-American
Chamber of  Commerce  of Illinois  from 1992 to 1995.  Mr.  Loera also served as
Chairman of the Board of that  organization.  Mr.  Loera is also the Founder and
Co-Chair of Paths to  Achievement,  a  mentoring  organization  for  Chicagoland
middle school children.

Mr. Loera also previously served as a director for 6 years and as Vice President
for the Hispanic  American  Construction  Industry  Association,  an association
focusing on promoting  opportunities for Hispanic construction,  engineering and
supply  companies.  He has been a member of the Hispanic  American  Construction
Industry Association for the past 18 years.

Mr.  Loera was the Co-Chair of the Latino  Coalition  in Defense of  Affirmative
Action  from 1987 to 1989.  Mr.  Loera is  currently  a Director  for the Latino
Technology  Association,  an association focusing on promoting opportunities for
Latino technology businesses.

Mr. Loera earned his BBA in  Organizational  Management  from the  University of
Iowa in 1977, and was enrolled in the Electrical  Engineering  Curriculum at the
University of Illinois,  Champaign,  Illinois from 1969 to 1970.  Mr. Loera also
served as a Sergeant in the United States Marine Corps, 1st Force Reconnaissance
Company, Fleet Marine Force, Pacific from 1971 to 1973.

C. PETE ASHI has served as a member of our Board of  Directors  since  August of
2004.  Mr.  C.  Pete  Ashi has over 22 years  of  Information  Systems  industry
experience.  Over the past five years, Mr. Ashi has served as the Vice President
of  National  Operations  for TM  Floyd &  Company,  a  $55,000,000  Information
Technology  consulting  firm with  major  clients in the  Health  Insurance  and
Property & Casualty industries. His career has evolved from computer programming
and support, to recruiting, sales and marketing, and management.

Mr. Ashi formed Ashi &  Associates,  a Dallas  based  search  firm,  in 1984 and
served as President  from 1984 to 1987. Mr. Ashi relocated to Chicago in 1988 to
lead a  start-up  branch  for  IMI  Systems,  Inc.,  an  Information  Technology
consulting  firm.  Mr. Ashi worked for IMI Systems,  Inc.  from 1987 to 1989. In
March,  1989 Mr. Ashi was  recruited to Keane,  Inc, a billion  dollar  publicly
traded Information Technology consulting firm, to develop a sales territory. Mr.
Ashi worked for Keane, Inc. until 1993. Following his work with Keane, Inc., Mr.
Ashi joined TM Floyd & Company in 1993 as Director of Business  Development  and
was subsequently promoted to Vice President of Operations in 1994, followed by a
promotion to Vice President of National Operations in 1999.

Mr.  Ashi is also the  co-founder  of the  Friends  of  Drummond,  a  charitable
organization  chartered with promoting  education in his community,  and sits on
the board of Ant Systems,  Inc.  Aside from his  responsibilities  to TM Floyd &
Company,  he is the Chairman of the Illinois  Century Network Policy  Committee.
Mr. Ashi attended the University of Pennsylvania from 1978 to 1980 and graduated
from the University of Pittsburgh's  School of Computer  Technology with a BS in
1981.

JAMES HURLEY has served as our Chief Financial  Officer since November 23, 2004.
Prior to joining  TechAlt,  Mr.  Hurley was a financial  consultant  for several
small to mid-size start-up companies. From 2000 through 2002, Mr. Hurley was the
Chief Financial Officer of Tallgrass  Communications,  Inc., a competitive local
exchange carrier  providing  broadband access for voice and data  communication.
Mr.  Hurley was also a member of the Board of Directors of  Tallgrass.  Prior to
his joining Tallgrass,  Mr. Hurley was President of the Midwest region of MPower
Communications, Inc., from 1998 to 2000. MPower is also a local exchange carrier
providing broadband access for voice and data communication.


                                       15
<PAGE>


From 1976 until 1992,  Mr.  Hurley served in various  operational  and financial
roles for Centel Communications Company. Prior to joining Centel, Mr. Hurley was
a Certified Public  Accountant for Arthur Anderson from 1970 to 1976. Mr. Hurley
received  his  Bachelor of Science  from  Marquette  University,  in  Milwaukee,
Wisconsin in 1970.

BARBARA  ROBERTS  has  served  as our  Vice  President  of  Sales  and  Business
Development  since October of 2004.  Ms. Roberts has nineteen years of practical
and industry  experience  combining  the  disciplines  of Executive  Management,
Sales/Marketing, Finance, Operations, and Systems Integration. During her twelve
years with Electronic Data Systems,  Inc.  ("EDS"),  Ms. Roberts was responsible
for systems and management duties across the markets of federal, state and local
government, HealthCare, social services, transportation, and communications. Ms.
Roberts was  responsible  for the EDS market  deployment and  replication of the
U.S.  operations for "Red Light Enforcement"  traffic camera systems.  From 1998
until 2001,  as  President of Redflex  Traffic  Systems,  Inc,  Ms.  Roberts was
instrumental  in developing  the first digital  traffic  camera  programs in the
world for  ticketing  red light  running and speeding  offenders.  Ms.  Roberts'
strong  entrepreneurial  track record and global business experience helped grow
Redflex from a startup company to an  internationally  recognized  multi-million
dollar firm,  handling  camera  manufacturing,  application  development,  court
integration,  and on-going citation processing.  Prior to joining TechAlt, Inc.,
Ms. Roberts worked for Technology  Alternatives,  Inc., of Schaumburg,  Illinois
beginning in 2002.

Ms. Roberts  graduated from Humboldt State University  located in Arcata,  CA in
1985  with her B.A in  Business  Administration/Finance  and  double  minors  in
Computer Information Systems and Speech Communications.

DAVID M. OTTO has served as our Secretary since August of 2004. David M. Otto is
a  Seattle-based  attorney  and  President  of The Otto Law  Group.  Mr.  Otto's
practice focuses on corporate finance, securities,  mergers and acquisitions and
corporate law and governance.  Mr. Otto began his law practice on Wall Street in
New York City in 1987, where he concentrated on significant  corporate leveraged
buyout and takeover  transactions  and equity and debt  offerings for investment
banks, venture capital firms and Fortune 1000 companies. In 1991, Mr. Otto moved
to Seattle in order to dedicate his  extensive  experience  in corporate law and
finance,  mergers and  acquisitions,  corporate  governance,  public and private
securities offerings and venture capital financing to entrepreneurs,  technology
innovators,  start-up,  emerging growth and middle-market businesses. In July of
1999,  Mr. Otto  founded  his own firm,  The Otto Law Group,  PLLC,  in Seattle,
Washington,  to better  serve  technology-based  start-up,  emerging  growth and
middle-market companies with respect to corporate finance, securities, strategic
development, corporate governance, mergers, acquisitions and venture capital and
private  equity  matters.  Recent  transactions  completed by The Otto Law Group
include an initial public offering for a digital technology company, acquisition
and  financing of an education  services and products  public  company,  private
financing for the national  expansion of a window  coverings  manufacturer,  the
Securities  Exchange Act of 1934 Act compliance work for several  technology and
service  businesses,  a share  exchange and proxy for a publicly  held  company,
rendering  opinions regarding various  cross-border  financings and acquisitions
and private placements for electronic component,  digital music,  e-commerce and
wireless broadband companies.

Mr. Otto has  authored  "Venture  Capital  Financing"  and "Taking  Your Company
Public" and lectured to businessmen, accountants, lawyers, and graduate students
at the University of Washington Business School on venture capital financing and
going public. He is currently a member of the Board of Directors of Dtomi, Inc.,
Uniphyd  Corporation,  SinoFresh  Healthcare,  Inc., Excalibur USA Custom Window
Fashions,  Inc. and Saratoga Capital  Partners,  Inc. He is also a member of the
American Bar  Association  Committee on the Federal  Regulation  of  Securities,
Subcommittee on the 1933 Act and Chairman of the Legislation Subcommittee of the
ABA's  Venture  Capital and Private  Equity  Committee.  Mr. Otto is admitted to
practice law in New York and Washington.

Mr. Otto graduated  from Harvard  University in 1981 with his A.B. in Government
and Fordham University School of Law in 1987 where he earned his Juris Doctorate
and served as a Commentary Editor on the Fordham International Law Journal.

MICHAEL J.  LIGHTFOOT has served as our Vice President of  Administration  since
January 1, 2005.  Prior to joining our Company,  Mr.  Lightfoot  was a member of
Michael J. Lightfoot,  P.C., a law firm  specializing in contracts,  advising on
content  and  data  protection,   banking,  insurance,  WiFi  and  international
transactions  from 1998 until December 2004. From 1997 until 1998 Mr.  Lightfoot
served  as  General  Counsel  -  Vice  President  of  Business  Development  for
Inventions Machine Corporation of Boston, Massachusetts,  for whom Mr. Lightfoot
handled commercial, intellectual property and licensing matters.


                                       16
<PAGE>


There are no family relationships among the Company's officers and directors.

All  Directors of the Company  hold office until the next annual  meeting of the
shareholders  and until  successors  have been elected and qualified.  Executive
Officers of the Company are  appointed  by the Board of Directors at meetings of
the Company 's  Directors  and hold office until they resign or are removed from
office.

None of the  Directors  or  Officers  has been  involved  in any  bankruptcy  or
criminal proceeding during the past five years.

On or around  December  15,  2004,  the Board of  Directors  of the  Company the
Company   adopted   (i)   a   Policy   Regarding   Director    Nominations   and
Shareholder-Board  of  Director  Communications,   (ii)  an  Audit  and  Finance
Committee,  and (iii) a Compensation and Nominating Committee.  The Company does
not currently have an audit committee  financial expert but is in the process of
recruiting new members to join its Board of Directors,  one of which will be our
audit committee financial expert. The Policy Regarding Director  Nominations and
Shareholder-Board  of  Director  Communications,  Audit  and  Finance  Committee
Charter and Compensation and Nominating Committee Charter were filed as Exhibits
99.1, 99.2 and 99.3, respectively, to our Form 8-K filed December 21, 2004.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's common stock to file
reports of ownership  and changes in  ownership  with the SEC.  These  reporting
persons  also are  required to furnish  the  Company  with copies of all Section
16(a)  forms  they file.  Paul  Masanek  beneficially  owns more than 10% of the
Company's  common  stock but  failed to file on a timely  basis a Form 3. To the
Company's knowledge,  the aforementioned failure to file Form 3 is the only late
report.

Code of Ethics

The Company  has  adopted a Code of Ethics.  The Code of Ethics is Exhibit 14 to
this 10-KSB. The Company hereby undertakes to provide any person without charge,
upon request, a copy of the Company's Code of Ethics. Requests for copies of the
Company's  Code of Ethics  may send such  communication  via the  method  listed
below:

U.S. Mail or Expedited Delivery Service:

TechAlt, Inc.
3311 N. Kennicott Ave., Suite A
Arlington Heights, IL 60004
Attn: Michael J. Lightfoot

ITEM 10.  EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                     Annual Compensation                   Long-term Compensation
-----------------------------------------------------------------------------------------------------------------------
                                                             Other     Restricted  Securities    LTIP       All Other
                                                             Annual      Stock    Under-lying   Payouts    Compensation
Name and                     Year      Salary     Bonus   Compensation  Award(s)    Options/
Principal Position                       ($)       ($)        ($)         ($)        SARS (#)     ($)           ($)

(a)                          (b)         (c)       (d)        (e)         (f)        (g)          (h)           (i)

------------------------  ---------   --------   --------   --------   --------   --------     --------      --------
<S>                           <C>     <C>              <C>  <C>              <C>        <C>          <C>           <C>
James Solomon, CEO            2004    $168,415         0    $10,408 (1)      0          0            0             0
------------------------  ---------   --------   --------   --------   --------   --------     --------      --------
Peter Lynch, COO              2004    $ 40,385         0          0          0          0            0             0
------------------------  ---------   --------   --------   --------   --------   --------     --------      --------
James Hurley, CFO             2004    $  5,538         0          0          0          0            0             0
------------------------  ---------   --------   --------   --------   --------   --------     --------      --------
Barbara Roberts,              2004    $116,546         0          0          0          0            0             0
VP - Sales & Business
Development
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)Reimbursement  for Country Club Membership fees per Mr. Solomon's  Employment
Agreement.

ITEM 11.  SECURITY  ONWERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of our common stock as of December 31, 2004:

<TABLE>
<CAPTION>
--------------- ------------------------------------------------------------------ --------------------- --------
Title of        Name and Address of Beneficial Owner                               Amount and Nature     Percent
Class(1)                                                                           of Beneficial         of Class
                                                                                   Ownership(2)
--------------- ------------------------------------------------------------------ --------------------- --------
<S>             <C>                                                                           <C>            <C>
Common          James E. Solomon, Chairman and CEO                                            3,867,440      30%
                3311 N. Kennicott Ave., Suite A, Arlington Heights, IL 60004

--------------- ------------------------------------------------------------------ --------------------- --------
Common          C. Pete Ashi, Director                                                           75,000       1%


                                       17
<PAGE>


                3311 N. Kennicott Ave., Suite A, Arlington Heights, IL 60004

--------------- ------------------------------------------------------------------ --------------------- --------
Common          Diane Marie Loera(3)                                                            600,000       5%
                3311 N. Kennicott Ave., Suite A, Arlington Heights, IL 60004

--------------- ------------------------------------------------------------------ --------------------- --------
Common          Michael Lightfoot, Vice President of Operations                                  25,000       1%
                3311 N. Kennicott Ave., Suite A, Arlington Heights, IL 60004

--------------- ------------------------------------------------------------------ --------------------- --------
Common          Paul Masanek(4)                                                               4,676,560      36%
                5250 Cleveland Street, Skokie, IL 60077

--------------- ------------------------------------------------------------------ --------------------- --------
Common          Directors and Officers as a Group                                             4,567,440      35%

--------------- ------------------------------------------------------------------ --------------------- --------
</TABLE>
(1) In  connection  with the  Company's  recent  Series A Preferred  and Warrant
financing,  the Company  currently  has  4,816,250  shares of Series A Preferred
stock issued and  outstanding  which may be converted into  9,632,500  shares of
common stock,  in the  aggregate,  subject to certain  adjustments.  None of the
shares of Series A Preferred  are held by the above  shareholders.  The Series A
Preferred  vote with the common stock on an as converted  basis.  In  connection
with the purchase of the Series A Preferred, the Company issued warrants, in the
aggregate, to purchase 9,632,500 shares of common stock, exercise price of $1.00
per share.  The Series A Preferred  and warrant  holders may, if they so choose,
convert their Series A Preferred  and exercise  their  warrants,  in whole or in
part, within sixty (60) days of the date of this Form 10-KSB.

(2) Based on  13,067,719  shares of common  stock issued and  outstanding  as of
March 16, 2005.  Beneficial ownership is determined in accordance with the rules
of the  Securities  and Exchange  Commission  and generally  includes  voting or
investment power with respect to securities.  Except as otherwise indicated,  we
believe that the  beneficial  owners of the common stock listed above,  based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

(3) Wife of George Loera, a member of the board of directors of the Company.

(4) Paul Masanek holds a warrant to purchase  750,000  shares of common stock of
the  Company,  exercise  price of $1.00 per share.  Mr.  Masanek  may,  if he so
chooses,  exercise the warrant,  in whole or in part,  within sixty (60) days of
the  date of this  Form  10-KSB.  Services  By  Designwise,  Ltd.,  an  Illinois
corporation  controlled by Mr. Masanek ("SBD"),  holds a $1,150,000  Convertible
Promissory Note,  convertible into common stock at the price of $1.00 per share,
which may,  under certain  circumstances,  be converted into common stock within
sixty (60) days of the date of this Form 10-KSB.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr.  Solomon and the Company  entered into an Employment  Agreement on or around
August 24, 2004. Per the terms of the Employment Agreement, Mr. Solomon is to be
employed by the Company as the Chief Executive  Officer for an initial period of
three (3) years, which period shall be automatically renewed until terminated by
the Company.  Solomon's  annual  salary is One Hundred and Seventy Five Thousand
Dollars ($175,000). Solomon is eligible to receive an annual cash bonus of up to
Two Hundred  Seventy Five Thousand  Dollars  ($275,000)  in connection  with the
gross  revenues of the Company and it is  anticipated  that Mr.  Solomon will be
granted options to purchase up to one million  (1,000,000)  shares of the common
stock of the Company, subject to vesting.

In December of 2004,  the Company  issued  600,000 shares of common stock to Ms.
Diana Loera,  a family member of George Loera and 125,000 shares of common stock
to Christopher Solomon, a family member of James E. Solomon.


                                       18
<PAGE>


ITEM 13. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
   2.1            Form of Agreement and Plan of Merger     Incorporated by reference to Exhibit
                                                           2.1 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
   3.1(i)         Articles of Incorporation                Incorporated by reference to Exhibit
                                                           3.1 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.2(i)         Certificate of Amendment to the          Incorporated by reference to Exhibit
                  Articles of  Incorporation               3.2 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.3(i)         Certificate of Amendment to the          Incorporate by reference to Exhibit
                  Articles of Incorporation                3.3(i) of the Company's SB-2
                                                           Registration Statement filed
                                                           November 15, 2004
-----------------------------------------------------------------------------------------------
   3.4(ii)        Bylaws                                   Incorporated by reference to Exhibit
                                                           3.3 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.5(ii)        Amended Bylaws                           Incorporated by reference to Exhibit
                                                           3.2 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.1            Certificate of Designation               Incorporated by reference to Exhibit
                                                           4.1 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.2            Amended Certificate of Designation       Incorporated by reference to Exhibit
                                                           4.2 the Company's Form SB-2/A filed
                                                           February 17, 2005
-----------------------------------------------------------------------------------------------
   4.3            Form of Securities Purchase Agreement    Incorporated by reference to Exhibit
                                                           10.3 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.4            Form of Registration Rights Agreement    Incorporated by reference to Exhibit
                                                           10.4 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.5            Form of Warrant                          Incorporated by reference to Exhibit
                                                           10.5 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.6            Form of Additional Warrant               Incorporated by reference to Exhibit
                                                           10.6 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.7            Form of Additional Investment Right      Incorporated by reference to Exhibit
                                                           10.8 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.8            Form of Lock-Up Agreement                Incorporated by reference to Exhibit
                                                           10.7 of the Company's Form 8-K filed
</TABLE>


                                       19
<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.9            Form of Warrant issued to Paul Masanek   Incorporated by reference to Exhibit
                                                           4.1 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.10            Form of Secured Convertible Prom. Note   Incorporated by reference to Exhibit
                                                           4.2 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.11            Form of Registration Rights Agreement    Incorporated by reference to Exhibit
                  with Paul Masanek and Services           4.3 of the Company's Form 8-K filed
                  By Designwise, Ltd.                      December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.12            Form of Right of First Refusal           Incorporated by reference to Exhibit
                  Agreement                                4.4 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  10.1            Employment Agreement with                Incorporated by reference to Exhibit
                  James E. Solomon                         10.2 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
  10.2            Intellectual Property License Agreement  Incorporated by reference to Exhibit
                                                           10.1 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
  10.3            Financial Advisory and Investment        Incorporated by reference to Exhibit
                  Banking Agreement with                   10.3 of the Company's Form SB-2
                  Sunrise Securities Corp.                 Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.4            Public Relations Retainer Agreement      Incorporated by reference to Exhibit
                  with with Sunrise Financial Group, Inc.  10.4 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.5            Base Agreement with International        Incorporated by reference to Exhibit
                  Business Machines Corporation            10.5 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.6            IBM Solutions Engagement Agreement       Incorporated by reference to Exhibit
                  Statement of Work                        10.6 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.7            Arias Technology Corporation, Inc.,      Incorporated by reference to Exhibit
                  Agreement for Consulting Services        10.7 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.8            TechAlt/Arias Statement of Work          Incorporated by reference to Exhibit
                                                           10.8 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.9            Form of Agreement to Rescind             Incorporated by reference to Exhibit
                  Intellectual Property License Agreement  10.1 of the Company's Form 8-K filed
</TABLE>


                                       20
<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.10            Form of Sales Agreement                  Incorporated by reference to Exhibit
                                                           10.2 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.11            Form of Security Agreement               Incorporated by reference to Exhibit
                                                           10.3 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.12            Form of Settlement Agreement             Incorporated by reference to Exhibit
                                                           10.4 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.13            Form of Technology Assignment            Incorporated by reference to Exhibit
                  and Bill of Sale                         10.5 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.14            Form of Escrow Agreement                 Incorporated by reference to Exhibit
                                                           10.6 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.15            Form of Consulting Agreement             Incorporated by reference to Exhibit
                                                           10.7 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.16            Form of Waiver and Amendment             Incorporated by reference to Exhibit
                  Agreement                                10.16 the Company's Form SB-2/A
                                                           filed February 17, 2005
-----------------------------------------------------------------------------------------------
    13            Quarterly Reports, Form 10-QSB           Incorporated by reference to the
                                                           Form 10-QSB Quarterly Reports filed
                                                           by the Company on November 15, 2004;
                                                           August 16, 2004; and July 13, 2004
-----------------------------------------------------------------------------------------------
    14            Code of Ethics                           Attached
-----------------------------------------------------------------------------------------------
    21            Subsidiaries of the Registrant           Attached
-----------------------------------------------------------------------------------------------
  31.1            Certification of CEO pursuant to         Attached
                  Section 302 of the Sarbanes-Oxley Act
-----------------------------------------------------------------------------------------------
  31.1            Certification of CFO pursuant to         Attached
                  Section 302 of the Sarbanes-Oxley Act
-----------------------------------------------------------------------------------------------
    32            Certification of CEO and CFO pursuant    Attached
                  to Section 906 of the Sarbanes-Oxley Act
</TABLE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Salberg & Co., P.A. has served as our independent  certified public  accountants
since October 2004. Pritchett, Siler & Hardy served as our independent certified
public accountants for the fiscal years 2003 and 2002.

During the fiscal  years ended  December 31, 2004 and 2003,  fees in  connection
with services rendered by Salberg & Co., P.A. and Pritchett,  Siler & Hardy, the
Company's independent auditors, were as set forth below:


                                       21
<PAGE>


--------------------------------------------------------------------------------
       Fee Category               Fiscal 2003                Fiscal 2004
--------------------------------------------------------------------------------
Audit Fees                        $   39,000                 $   61,000
--------------------------------------------------------------------------------
Audit-Related Fees                         0                 $    7,600
--------------------------------------------------------------------------------
Tax Fees                                   0                          0
--------------------------------------------------------------------------------
All Other Fees                             0                          0
--------------------------------------------------------------------------------
Total                             $   39,000                 $   68,600
--------------------------------------------------------------------------------

Audit fees  consisted of fees for the audit of the  Company's  annual  financial
statements  and review of  quarterly  financial  statements  as well as services
normally  provided  in  connection  with  statutory  and  regulatory  filings or
engagements, and review of Company documents filed with the SEC.

Audit-related  fees  consisted of fees for  registration  statement  reviews and
related consents.

Tax fees  consisted  primarily  of fees for tax  compliance,  tax advice and tax
planning services.

We made no other  payments to Salberg & Company,  P.A.  and  Pritchett,  Siler &
Hardy during 2004 which constituted other fees.

Policy for Pre-Approval of Audit and Non-Audit Services

The Audit  Committee's  policy is to pre-approve  all audit,  audit-related  and
non-audit  services  to be provided by the  independent  auditors  and adopt and
implement  policies for such  pre-approval.  Independent  auditors  shall not be
engaged to perform specific non-audit services  proscribed by law or regulation.
The Committee may delegate pre-approval  authority to a member of the Committee.
The  decisions  of any  Committee  member  to  whom  pre-approval  authority  is
delegated  must be presented to the full Audit  Committee at its next  scheduled
meeting.

All  engagements  of the  independent  auditor to perform any audit services and
non-audit  services have been  pre-approved  by the Committee in accordance with
the pre-approval policy. The policy has not been waived in any instance.


                                       22
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned;  thereunto duly authorized,  in the City of Arlington
Heights, State of Illinois, on March 30, 2005.


                                              TECHALT, INC.

                                              By: /s/ James E. Solomon
                                                 -------------------------------
                                                 James E. Solomon
                                                 Chairman & CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of  Registrant  and in
the capacities indicated on March 30, 2005.


Signature                                  Title

/s/ James E. Solomon                       Chairman and C.E.O
--------------------------------------
James E. Solomon

/s/ James Hurley                           Chief Financial Officer
--------------------------------------
James Hurley

/s/ C. Pete Ashi                           Director
--------------------------------------
C. Pete Ashi

/s/ George Loera                           Director
--------------------------------------
George Loera


                                       23
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
   2.1            Form of Agreement and Plan of Merger     Incorporated by reference toExhibit
                                                           2.1 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
   3.1(i)         Articles of Incorporation                Incorporated by reference to Exhibit
                                                           3.1 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.2(i)         Certificate of Amendment to the          Incorporated by reference to Exhibit
                  Articles of Incorporation                3.2 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.3(i)         Certificate of Amendment to the          Incorporate by reference to Exhibit
                  Articles of Incorporation                3.3(i) of the Company's SB-2
                                                           Registration Statement filed
                                                           November 15, 2004
-----------------------------------------------------------------------------------------------
   3.4(ii)        Bylaws                                   Incorporated by reference to Exhibit
                                                           3.3 of the Company's Form 10-SB
                                                           filed October 29,1999
-----------------------------------------------------------------------------------------------
   3.5(ii)        Amended Bylaws                           Incorporated by reference to Exhibit
                                                           3.2 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.1            Certificate of Designation               Incorporated by reference to Exhibit
                                                           4.1 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.2            Amended Certificate of Designation       Incorporated by reference to Exhibit
                                                           4.2 the Company's Form SB-2/A filed
                                                           February 17, 2005
-----------------------------------------------------------------------------------------------
   4.3            Form of Securities Purchase Agreement    Incorporated by reference to Exhibit
                                                           10.3 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.4            Form of Registration Rights Agreement    Incorporated by reference to Exhibit
                                                           10.4 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.5            Form of Warrant                          Incorporated by reference to Exhibit
                                                           10.5 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.6            Form of Additional Warrant               Incorporated by reference to Exhibit
                                                           10.6 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.7            Form of Additional Investment Right      Incorporated by reference to Exhibit
                                                           10.8 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.8            Form of Lock-Up Agreement                Incorporated by reference to Exhibit
                                                           10.7 of the Company's Form 8-K filed
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
   4.9            Form of Warrant issued to Paul Masanek   Incorporated by reference to Exhibit
                                                           4.1 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.10            Form of Secured Convertible Prom. Note   Incorporated by reference to Exhibit
                                                           4.2 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.11            Form of Registration Rights Agreement    Incorporated by reference to Exhibit
                  with Paul Masanek and Services           4.3 of the Company's Form 8-K filed
                  By Designwise, Ltd.                      December 21, 2004.
-----------------------------------------------------------------------------------------------
  4.12            Form of Right of First Refusal           Incorporated by reference to Exhibit
                  Agreement                                4.4 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
  10.1            Employment Agreement with                Incorporated by reference to Exhibit
                  James E. Solomon                         10.2 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
  10.2            Intellectual Property License Agreement  Incorporated by reference to Exhibit
                                                           10.1 of the Company's Form 8-K filed
                                                           August 27, 2004
-----------------------------------------------------------------------------------------------
  10.3            Financial Advisory and Investment        Incorporated by reference to Exhibit
                  Banking Agreement with                   10.3 of the Company's Form SB-2
                  Sunrise Securities Corp.                 Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.4            Public Relations Retainer Agreement      Incorporated by reference to Exhibit
                  with with Sunrise Financial Group, Inc.  10.4 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.5            Base Agreement with International        Incorporated by reference to Exhibit
                  Business Machines Corporation            10.5 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.6            IBM Solutions Engagement Agreement       Incorporated by reference to Exhibit
                  Statement of Work                        10.6 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.7            Arias Technology Corporation, Inc.,      Incorporated by reference to Exhibit
                  Agreement for Consulting Services        10.7 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.8            TechAlt/Arias Statement of Work          Incorporated by reference to Exhibit
                                                           10.8 of the Company's Form SB-2
                                                           Registration Statement filed
                                                           November 15, 2004.
-----------------------------------------------------------------------------------------------
  10.9            Form of Agreement to Rescind             Incorporated by reference to Exhibit
                  Intellectual Property License Agreement  10.1 of the Company's Form 8-K filed
                                                           December 21, 2004.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Exhibit No.                    Description                              Location
-----------------------------------------------------------------------------------------------
<S>               <C>                                      <C>
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.10            Form of Sales Agreement                  Incorporated by reference to Exhibit
                                                           10.2 of the Company's Form 8-K filed
-----------------------------------------------------------------------------------------------
 10.11            Form of Security Agreement               Incorporated by reference to Exhibit
                                                           10.3 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.12            Form of Settlement Agreement             Incorporated by reference to Exhibit
                                                           10.4 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.13            Form of Technology Assignment            Incorporated by reference to Exhibit
                  and Bill of Sale                         10.5 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.14            Form of Escrow Agreement                 Incorporated by reference to Exhibit
                                                           10.6 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.15            Form of Consulting Agreement             Incorporated by reference to Exhibit
                                                           10.7 of the Company's Form 8-K filed
                                                           December 21, 2004.
-----------------------------------------------------------------------------------------------
 10.16            Form of Waiver and Amendment             Incorporated by reference to Exhibit
                  Agreement                                10.16 the Company's Form SB-2/A
                                                           filed February 17, 2005
-----------------------------------------------------------------------------------------------
    13            Quarterly Reports, Form 10-QSB           Incorporated by reference to the
                                                           Form 10-QSB Quarterly Reports filed
                                                           by the Company on November 15, 2004;
                                                           August 16, 2004; and July 13, 2004
-----------------------------------------------------------------------------------------------
    14            Code of Ethics                           Attached
-----------------------------------------------------------------------------------------------
    21            Subsidiaries of the Registrant           Attached
                  independent registered public
                  accountants
-----------------------------------------------------------------------------------------------
  31.1            Certification of CEO pursuant to         Attached
                  Section 302 of the Sarbanes-Oxley Act
-----------------------------------------------------------------------------------------------
  31.2            Certification of CFO pursuant to         Attached
                  Section 302 of the Sarbanes-Oxley Act
-----------------------------------------------------------------------------------------------
    32            Certification of CEO and CFO pursuant    Attached
                  to Section 906 of the Sarbanes-Oxley Act
</TABLE>