SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934


                       For Period ended December 31, 2005

                         Commission File Number 0-32201


                       TASCO HOLDINGS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                            33-0824714
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                      23 Brigham Road, Worcester, MA 01609
               (Address of Principal Executive Offices) (Zip Code)


                                 (508) 755-0754
              (Registrant's telephone number, including area code)

Check 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 [ ]

There were 12,780,000 shares of Common Stock outstanding as of December 31,
2005.
<PAGE>
                         PART 1. FINANCIAL INFORMATION

PRESENTATION OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements have been prepared in accordance
with rules of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows, in conformity with
generally accepted accounting principles. The information furnished in the
opinion of management, reflects all adjustments necessary to present fairly, and
not misleading, the financial position as of December 31, 2005 and results of
operations and cash flows for the three months ended December 31, 2005 and 2004.
The results of operations are not necessarily indicative of results, which may
be expected for any other interim period, or for the year as a whole.

                                       1
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of               As of
                                                                       December 31,      September 30,
                                                                          2005               2005
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $  3,261           $     --
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                       3,261                 --
                                                                        --------           --------

      TOTAL ASSETS                                                      $  3,261           $     --
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                      $  1,743           $  1,743
  Loan payable (related party)                                             3,500                 --
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                  5,243              1,743
                                                                        --------           --------

      TOTAL LIABILITIES                                                    5,243              1,743

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value authorized
   20,000,000 shares authorized; none
   issued and outstanding.)                                                   --                 --
  Common stock, ($.0001 par value authorized
   80,000,000 shares authorized; 12,780,000
   shares issued and outstanding as of December 31, 2005
   and September 30, 2005)                                                 1,278              1,278
  Additional paid-in capital                                              31,895             31,895
  Deficit accumulated during development stage                           (35,155)           (34,916)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (1,982)            (1,743)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $  3,261           $     --
                                                                        ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       2
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      October 6, 1998
                                         Three Months           Three Months           (inception)
                                            Ended                  Ended                 through
                                         December 31,           December 31,           December 31,
                                             2005                   2004                   2005
                                         ------------           ------------           ------------
<S>                                      <C>                    <C>                    <C>
REVENUES
  Revenues                               $         --           $         --           $      1,000
                                         ------------           ------------           ------------
TOTAL REVENUES                                     --                     --                  1,000

OPERATING COSTS
  Administrative Expenses                         250                  3,157                 36,191
                                         ------------           ------------           ------------
TOTAL OPERATING COSTS                             250                  3,157                 36,191

OTHER INCOME & (EXPENSES)
  Other income                                     --                     --                     25
  Interest income                                  11                     --                     11
  Other income
                                         ------------           ------------           ------------
TOTAL OTHER INCOME & (EXPENSES)                    11                     --                     36
                                         ------------           ------------           ------------

NET LOSS                                 $       (239)          $     (3,157)          $    (35,155)
                                         ============           ============           ============

BASIC LOSS PER SHARE                     $      (0.00)          $      (0.00)
                                         ============           ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                 12,780,000             12,780,000
                                         ============           ============
</TABLE>

                       See Notes to Financial Statements

                                       3
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
           From October 6, 1998 (inception) through December 31, 2005
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                       Accumulated
                                                             Common       Additional     During
                                              Common         Stock         Paid-in     Development
                                              Stock          Amount        Capital        Stage          Total
                                              -----          ------        -------        -----          -----
<S>                                         <C>           <C>            <C>          <C>            <C>
Stock issued for cash on October 6,
 1998 @ $0.0001 per share                    1,000,000       $    100       $    (90)      $     --       $     10
Stock issued for cash on October 9,
 1998 @ $0.0001 per share                    1,300,000            130          1,170             --          1,300
Stock issued for cash on October 12,
 1998 @ $0.0001 per share                      190,000             19            171             --            190
Stock issued for cash on April 1,
 1999 @ $0.0001 per share                      290,000             29            261             --            290
Net loss, October 6, 1998 (inception)
 through September 30, 1999                                                                    (295)          (295)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 1999                  2,780,000            278          1,512           (295)         1,495
                                            ----------       --------       --------       --------       --------
Stock issued for cash on October 19,
 1999 @  $0.01 per share                    10,000,000          1,000          9,000                        10,000
Net loss, October 1, 1999 through
 September 30, 2000                                                                             (367)          (367)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2000                 12,780,000          1,278         10,512           (662)        11,128
                                            ----------       --------       --------       --------       --------
Net loss, October 1, 2000 through
 September  30, 2001                                                                        (11,028)       (11,028)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2001                 12,780,000          1,278         10,512        (11,690)           100
                                            ----------       --------       --------       --------       --------
Net loss, October 1, 2001 through
 September 30, 2002                                                                          (4,257)        (4,257)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 31, 2002                 12,780,000          1,278         10,512        (15,947)        (4,157)
                                            ----------       --------       --------       --------       --------
Net loss, October 1, 2002 through
 September 30, 2003                                                                          (4,328)        (4,328)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2003                 12,780,000          1,278         10,512        (20,275)        (8,485)
                                            ----------       --------       --------       --------       --------
Contributed capital                                                           12,362                        12,362
Net loss, October 1, 2003 through
 September 30, 2004                                                                          (7,974)        (7,974)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2004                 12,780,000          1,278         22,874        (28,249)        (4,097)
                                            ----------       --------       --------       --------       --------
Contributed capital                                                            9,021                         9,021
Net loss, October 1, 2004 through
 September 30, 2005                                                                          (6,667)        (6,667)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2005                 12,780,000       $  1,278       $ 31,895       $(34,916)      $ (1,743)
Net loss, October 1, 2004 through
 December 31, 2005                                                                             (239)          (239)
                                            ----------       --------       --------       --------       --------
BALANCE, DECEMBER 31, 2005                  12,780,000       $  1,278       $ 31,895       $(35,155)      $ (1,982)
                                            ==========       ========       ========       ========       ========
</TABLE>
                       See Notes to Financial Statements

                                       4
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  October 6, 1998
                                                             Three Months       Three Months        (inception)
                                                                Ended              Ended              through
                                                              December 31,       December 31,       December 31,
                                                                 2005               2004               2005
                                                               --------           --------           --------
<S>                                                            <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                            $   (239)          $ (3,157)          $(35,155)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
    Amortization                                                     --                 --                240
  Changes in operating assets and liabilities:
    (Increase) decrease in organization costs                        --                 --               (240)
    Increase (decrease) in accounts payable                          --                400              1,743
                                                               --------           --------           --------
       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES         (239)            (2,757)           (33,412)

CASH FLOWS FROM INVESTING ACTIVITIES

       NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan payable (related party)                      3,500                 --              3,500
  Common stock                                                       --                 --              1,278
  Additional paid-in  capital                                        --              3,700             31,895
                                                               --------           --------           --------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        3,500              3,700             36,673
                                                               --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                   3,261                943              3,261

CASH AT BEGINNING OF PERIOD                                          --                315                 --
                                                               --------           --------           --------
CASH AT END OF PERIOD                                          $  3,261           $  1,258           $  3,261
                                                               ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                $     --           $     --           $     --
                                                               ========           ========           ========
  Income taxes paid                                            $     --           $     --           $     --
                                                               ========           ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       5
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The  Company  was  organized  October  6,  1998,  under the laws of the State of
Delaware as Tasco International, Inc.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The  financial  statements  have  been  prepared  using  the  accrual  basis  of
accounting.  Under the accrual  basis of  accounting,  revenues  are recorded as
earned and expenses  are  recorded at the time  liabilities  are  incurred.  The
Company has adopted a September 30, year-end.

b. Use of Estimates

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

c. Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

d. Development Stage

The  Company  continues  to  devote  substantially  all  of its  efforts  in the
development of its plan to market and sell proprietary  human resource  database
services  to  companies  in  the  building,   architectural,   and  construction
industries.

e. Income Taxes

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

                                       6
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

e. Income Taxes (Continued)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

f. Basic Earnings (Loss) per Share

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective October 6, 1998 (inception).

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs - an amendment of ARB No. 43,  Chapter 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that  "...  under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so  abnormal  as to require  treatment  as current  period  charges..."  This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  have any  immediate  material  impact on the
Company.

                                       7
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

NEW ACCOUNTING PRONOUNCEMENTS:

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP)  04-2,  Accounting  No. 67,
Accounting for Costs and Initial Rental  Operations of Real Estate Projects,  to
state that the guidance for (a) incidental  operations and (b) costs incurred to
sell  real  estate   projects  does  not  apply  to  real  estate   time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Shared-Based  Payment ("SFAS 123R).  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation  cost in the financial  statements.  The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary  transactions ("SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  of  exchanges  of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

                                       8
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$35,155 during the period from October 6, 1998 (inception)  through December 31,
2005. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.

NOTE 5. INCOME TAXES

                                                         As of December 31, 2005
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                             $ 5,273
     Other                                                             0
                                                                 -------
     Gross deferred tax assets                                     5,273
     Valuation allowance                                          (5,273)
                                                                 -------

     Net deferred tax assets                                     $     0
                                                                 =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

                                       9
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 6. SCHEDULE OF NET OPERATING LOSSES

     1998 Net Operating Loss                                     $   (295)
     1999 Net Operating Loss                                         (367)
     2000 Net Operating Loss                                      (11,028)
     2001 Net Operating Loss                                       (4,257)
     2002 Net Operating Loss                                       (4,328)
     2003 Net Operating Loss                                       (7,974)
     2004 Net Operating Loss                                       (6,667)
     2005 Net Operating Loss (three months)                          (239)
                                                                 --------

     Net Operating Loss                                          $(35,155)
                                                                 ========

As of December 31, 2005,  the Company has a net operating loss  carryforward  of
approximately  $35,155,  which  will  expire 20 years from the date the loss was
incurred.

NOTE 7. RELATED PARTY TRANSACTION

The Company's neither owns nor leases any real or personal property.  A director
without  charge  provides  office  services.  Such costs are  immaterial  to the
financial  statements and,  accordingly,  have not been reflected  therein.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

The note payable represents a loan from a related party.  Currently there are no
repayment terms nor is there interest being charged.

NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On August 29,  2005 the Company  split its common  stock ten for one (10:1) from
1,278,000 to 12,780,000  shares  outstanding.  All stock  transactions have been
retroactively restated to reflect the ten for one stock split.

                                       10
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of December 31, 2005


NOTE 8. STOCK TRANSACTIONS (CONTINUED)

On October 6, 1998, the Company issued 1,000,000 shares of common stock for cash
at $0.0001 per share.

On October 9, 1998, the Company issued 1,300,000 shares of common stock for cash
at $0.01 per share.

On October 12, 1998,  the Company issued 190,000 shares of common stock for cash
at $0.01 per share.

On April 1 1999,  the Company  issued 290,000 shares of common stock for cash at
$0.01 per share.

On October 19, 1999,  the Company issued  10,000,000  shares of common stock for
cash at $0.01 per share.

As of December  31, 2005 the Company had  12,780,000  shares of its common stock
issued and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2005:

     *    Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0-
          shares issued and outstanding.

     *    Common stock, $ 0.0001 par value; 80,000,000 shares authorized:
          12,780,000 shares issued and outstanding.

                                       11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10KSB for the year ended September 30, 2005.

CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 2005

Revenues were -0- for the quarter ending December 301, 2005 and -0- for the same
quarter ending 2004. Operating Expenses were $250 for the three months ended
December 31, 2005 and $3,157 for the same period in 2004. Tasco Holdings
International, Inc.has adopted a business plan to provide production of visual
content and other digital media solutions to facilitate commerce, communication
and entertainment. The Company plans to offer both business and consumers
solutions that enable the Company to deliver digital media content to web sites.
The Company initially plans to use and develop collective resources within the
digital media arena to provide production of visual content, particularly of
providing images in the 360-degree format whereby users can easily navigate on a
computer screen by moving a cursor inside the image. The Company has initially
targeted the following global vertical markets: real estate, travel and
hospitality, automotive and entertainment. The Company plans to fund the growth
and expansion of its business by earning profits through sales of it products
and by the sale of its securities through private placements.

                                       12
<PAGE>
RISK FACTORS

1.   LIMITED HISTORY OF OPERATIONS

The Company was incorporated under the laws of the State of Delaware on October
6, 1998 and has had limited operations to date. Therefore the Company must be
considered in the early development stages of embarking upon a new venture. The
Company has had minimal revenues to date. The Company's business and prospects
must be considered in light of the risk, expense, and difficulties frequently
encountered by companies in an early stage of development, particularly
companies in new and rapidly evolving markets of providing services on the
Internet. Prospective investors should be aware of the difficulties encountered
by such new enterprises, as the Company faces all the risks inherent in any new
business, including: competition, the absence both of an operating history and
profitability and the need for additional working capital. The likelihood of the
success of the Company must be considered in light of the problems and expenses
that are frequently encountered in connection with the operation of a new
business and the competitive environment in which the Company will be operating.

2.   NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT
     ASSURED

As of December 31, 2005, the Company had a zero cash balance and faces the need
for substantial additional working capital in the near future. The capital needs
of the Company are greater than currently anticipated, and the Company will be
required to seek other sources of financing. No assurance can be given that the
Company will be able to organize debt or equity financing, or that if available,
it will be available on terms and conditions satisfactory to management and
might dilute current shareholders. The Company has no commitments for any
additional debt or equity financing and there can be no assurance that any such
commitments will be obtained on favorable terms, if at all.

3.   THE COMPANY HAS NO SIGNIFICANT HISTORY OF OPERATIONS AND EXPECT OPERATING
     LOSSES IN THE FORESEEABLE FUTURE

The Company expects to incur operating losses for the foreseeable future and if
the Company ever has operating profits, it may not be able to sustain them.
Expenses will increase as the Company builds an infrastructure to implement its
business model. The Company plans to hire additional employees and lease space
for its corporate offices as the need arises. Expenses may also increase due to
the potential effect of goodwill amortization and other charges resulting from
future partnerships and/or alliances, if any. If any of these and other expenses
are not accompanied by increased revenue, the Company's operating losses will be
even greater than anticipated.

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4.   THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
     UPON THE ABILITIES OF THE CURRENT OFFICER AND DIRECTORS OF THE COMPANY

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The loss of
the services of the Company's key employee or the inability to attract and
retain the necessary technical, sales and other personnel, would likely limit
the changes for success and have a negative effect upon the Company's business,
financial condition, operating results and cash flows. In addition, the
concentrated ownership of the officer and directors have over the Company, may
have a material adverse effect on future business progress. Furthermore, the
current officer and directors are involved with other employment other than that
of the Company, which may take time from development the business of the Company
and effect the overall success.

5.   COMPETITION

The Company will operate in a highly competitive environment. The Company
competes with larger companies who provide digital media. Our competitors have
greater financial, marketing, and distribution resources. Our success will be
dependent on our ability to compete with these and any other competitors on the
quality of our services and their cost effectiveness. There is no assurance that
we will be successful in that competition.

6.   LACK OF CASH DIVIDENDS

The Company has not paid any cash dividends on its Common Shares to date and
there are no plans for paying cash dividends in the foreseeable future. Initial
earnings that the Company may realize, if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors.

7.   CAPITAL RESOURCE REQUIREMENTS

The Company presently plans to complete its development and design of its
digital Internet web site. Expenses needed to build an infrastructure to
implement its business model will depend upon a number of factors including the
Company's ability to raise sufficient capital. There are no assurances that the
Company can raise sufficient capital through debt or equity financing, which
might be available to the Company on favorable terms or at all and might dilute
current shareholders.

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8.   GROWTH MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL RESOURCES

There can be no assurances that the Company's proposed business model will be
adequate to support any future operations. In addition, there is a risk that the
Company may not be able to expand their operations at the same rate as market
demand may be created.

9.   OTHER NON-PUBLIC SALES OF SECURITIES

As part of the Company's plan to raise additional working capital, the Company
may make a limited number of offers and sales of its Common Shares to qualified
investors in transactions that are exempt from registration under the 1933 Act.
There can be no assurance the Company will not make other offers of its
securities at different prices, when, in the Company's discretion, such prices
are deemed by the Company to be reasonable under the circumstances.

10.  THERE IS A VERY LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, AND OUR STOCK
     PRICE COULD BE VOLATILE AND COULD DECLINE, RESULTING IN A SUBSTANTIAL LOSS

Our stock is considered a penny-stock. In addition, the stock market in general,
and the market for technology-related stocks in particular, has been highly
volatile in the recent past. As a result, the market price of our common stock
is likely to be similarly volatile, and investors in our common stock may
experience a decrease in the value of their stock, including decreases unrelated
to our operating performance or prospects.

11.  WE FACE THE LOSS OF KEY PERSONNEL WHICH COULD ADVERSELY AFFECT PROPOSED
     OPERATIONS

The Company's performance is greatly dependent on the performance of its
management. The loss of the services of our executive officer or directors could
harm the Company's business.

12.  THE COMPANY IS LARGELY CONTROLLED BY MANAGEMENT

The Company's officer and director currently owns or controls a substantial
majority of its outstanding common stock and thereby continues to be able to
exercise voting control over the company for the foreseeable future and will be
able to elect the entire Board of Directors. This management control could
prevent, or make more difficult, on-going business.

13.  OUR COMMON STOCK COULD BE CONSIDERED A "PENNY STOCK"

The Securities and Exchange Commission Rule 15g-9 established the definition of
a "penny stock", for the purposes relevant to the company, as any equity
security that has a market price of less than $5.00 per share or with an

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exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. The effective result of this Rule 15g-9, is that if the share price
is below $5.00 there will be fewer purchasers qualified by their brokers to
purchase shares of the company, and therefore a less liquid market for the
securities.

ITEM 3 - CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer and is responsible for establishing and maintaining
disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on his evaluation as of December 31, 2005, the chief executive officer and
chief financial officer has concluded that the Company's disclosure controls and
procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) are effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.

(b) Changes in Internal Controls

Based on his evaluation as of December 31, 2005, the chief executive officer and
chief financial officer has concluded that there were no significant changes in
the Company's internal controls over financial reporting or in any other areas
that could significantly affect the Company's internal controls subsequent to
the date of her most recent evaluation, including corrective actions with regard
to significant deficiencies and material weaknesses.

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                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        31.1  302 Certification of Chief Executive Officer
        31.2  302 Certification of Chief Financial Officer
        32.1  906 Certification of Chief Executive Officer
        32.2  906 Certification of Chief Financial Officer

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                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

TASCO HOLDINGS INTERNATIONAL, INC.

Date: 2/14/06


By: /s/ John Lauring
   ------------------------------------------
   John Lauring, President

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