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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-KSB

(Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

      For the fiscal year ended December 31, 2004

                                       OR

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the transition period from    to

                         Commission file number 00-32019

                                   ----------

                              TASKER CAPITAL CORP.
                 (Name of small business issuer in its charter)

                                   ----------

            Nevada                                               88-0426048
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)


                     100 Mill Plain Road, Danbury, CT 06811
               (Address of principal executive offices) (Zip Code)

                                  203-546-3555
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                 300,000,000 Common Shares Par $0.001 Per Share
                              (Title of each class)

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

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

      State issuer's revenues for its most recent fiscal year: $ 0.

At March 31, 2005, the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and asked price of such common equity, was approximately $205 million.

      The number of shares outstanding of our Company's common stock at March
31, 2005 was approximately 61.2 million.

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

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<PAGE>
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                               Number
<S>                                                                                             <C>
   PART I

   Item 1.         Description of Business                                                        3

   Item 2.         Description of Property                                                       12

   Item 3.         Legal Proceedings                                                             12

   Item 4.         Submission of Matters to a Vote of Security Holders                           12

   PART II

   Item 5.         Market for Common Equity and Related Stockholder Matters                      12

   Item 6.         Management's Discussion and Analysis or Plan of Operation                     13

   Item 7.         Financial Statements                                                          15

   Item 8.         Changes In and Disagreements With Accountants on Accounting

                   and Financial Disclosure                                                      15

   Item 8A.        Controls and Procedures                                                       16

   Item 8 B.       Other Information                                                             16

   PART III

   Item 9.         Directors, Executive Officers, Promoters and Control Persons;
                   Compliance with Section 16(a) of the Exchange Act                             17

   Item 10.        Executive Compensation                                                        21

   Item 11.        Security Ownership of Certain Beneficial Owners

                   and Management and Related Stockholder Matters                                27

   Item 12.        Certain Relationships and Related Transactions                                28

   Item 13.        Exhibits                                                                      28

   Item 14         Principal Accountant Fees and Services                                        28

   Signatures                                                                                    30
</TABLE>



                                       2
<PAGE>

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

THIS  ANNUAL  REPORT  ON  FORM  10-KSB,  INCLUDING  EXHIBITS  THERETO,  CONTAINS
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.  THESE  FORWARD-LOOKING  STATEMENTS ARE TYPICALLY  IDENTIFIED BY THE
WORDS "ANTICIPATES",  "BELIEVES",  "EXPECTS", "INTENDS",  "FORECASTS",  "PLANS",
"FUTURE",  "STRATEGY",  OR WORDS OF SIMILAR MEANING. VARIOUS FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE  FORWARD-LOOKING
STATEMENTS, INCLUDING THOSE DESCRIBED IN "RISK FACTORS" IN THIS FORM 10-KSB. THE
COMPANY  ASSUMES NO  OBLIGATIONS TO UPDATE THESE  FORWARD-LOOKING  STATEMENTS TO
REFLECT ACTUAL  RESULTS,  CHANGES IN  ASSUMPTIONS,  OR CHANGES IN OTHER FACTORS,
EXCEPT AS REQUIRED BY LAW.

PART I

         As used in this  annual  report  on Form  10-KSB,  "we,"  "us,"  "our,"
"Tasker" and "our Company" refer to Tasker  Capital Corp. and our  subsidiaries,
unless the context otherwise requires.

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS OF OUR COMPANY

General Overview

         Tasker is a manufacturer,  distributor and marketer of products using a
licensed patented process that utilizes a highly charged,  acidified, yet stable
and safe solution that enables copper  sulfate,  a compound with  bacteriostatic
properties,  to remain active throughout a wide range of pH values.  The Company
is continuing its clinical  research and hopes to develop future  products using
the  licensed  process  in the oral care,  food  processing,  skin  care,  water
purification  and pet products  industries.  There can be no assurance that such
product development will be successful in such industries.

         Presently  the  company  markets  Close  Call(TM),  the  world's  first
clinically proven  anti-microbial oral hygiene breath drink. Tasker announced an
initiative  into the poultry  processing  industry and applied for United States
Department of Agriculture  ("USDA")  approval to use its licensed  technology in
the poultry scalding process.

         The principal  executive office for Tasker Capital Corp. and its wholly
owned subsidiaries is located at 100 Mill Plain Road, Danbury, CT 06811. Subject
to the  finalization  of a proposed  lease,  the Company intends to relocate its
headquarters  on or around May 1, 2005 to  Corporate  Center,  39 Old  Ridgebury
Road-Suite 14, Danbury, CT 06817.


Corporate History

         Tasker Capital Corp. was organized as a Nevada  corporation on February
2, 1999, to explore for and, if possible,  develop mineral properties  primarily
in  the  Province  of  British  Columbia,   Canada,  through  its  wholly  owned
subsidiary,  Tanuta Ventures Corp. ("Tanuta"). Tanuta was incorporated under the
laws of the Province of British Columbia,  Canada, on May 13, 1996. This initial
business endeavor ceased in 2002.

In late 2002,  the Company  entered into an  Exclusive  License  Agreement  (the
"License  Agreement") with a privately held development  company,  pHarlo Citrus
Technologies,  Inc. ("pHarlo"), to sell, develop, market and distribute consumer



                                       3
<PAGE>

oral  hygiene  products,  food  processing,  pet hygiene  products and skin care
products  using pHarlo's  patented  pHarlo  technology.  Pursuant to the License
Agreement,  the  Company  agreed to make  royalty  payments  to pHarlo  based on
product  sales and issued  warrants  to  pHarlo's  stockholders  to  purchase an
aggregate of 300,000 shares of the Company's  common stock. In conjunction  with
the License  Agreement,  Tasker entered into a Production  Agreement with Indian
River Labs,  Inc.  ("Indian  River"),  a privately  held  manufacturing  company
affiliated with pHarlo, to manufacture and sell to the Company  concentrates for
the products  licensed by Pharlo.  Additionally,  the Company  agreed to loan to
Pharlo,  pursuant to a Loan Agreement,  up to $200,000,  to finance a production
facility to produce the licensed  products,  with  principal and interest on the
notes evidencing the loan to be repaid in equal monthly installments  commencing
July 1, 2003, with the last payment due October 1, 2012.  Tasker began marketing
a breath  product  under the trade  name  BreathRefresh  in 2003.  During  2004,
pursuant  to a series of  additional  loan  agreements,  the  Company  loaned an
additional $400,000. The loans bear an interest rate at 7% per annum (0% for the
first six months) and have terms of 1 year.

         The Company's  Board of Directors  effected a management  change during
the first  quarter of 2004,  replacing  its then  chairman,  president and chief
executive   officer,   Arthur  P.  Bergeron  (who  resigned  his  positions  and
relinquished  his seat of the  Board of  Directors),  with  Robert  Appleby  who
assumed the position as president and chief executive officer and assumed a seat
on the Board of Directors.  Concurrent with Mr. Appleby's appointment, the Board
of Directors  engaged James Burns as executive  vice  president.  Mr. Burns also
became a member of the Company's  Board of Directors.  Both, Mr. Appleby and Mr.
Burns, have extensive executive marketing experience.

         To assist the management team in its endeavor to effectively market its
oral care products,  Barbara Longchamp, a marketing executive, was hired as vice
president of marketing.  An extensive market research  analysis on the Company's
sole product, BreathRefresh, was conducted and management decided to rebrand the
product and implement a new marketing  strategy.  The product was  reformulated,
renamed CloseCall(TM) and repackaged.  The Company began shipping  CloseCall(TM)
in February 2005 to the New England  market and intends to  accomplish  national
distribution during the summer 2005.

         In September 2004, the Company announced a poultry processing  industry
initiative.  Studies in  January  2004  conducted  by Dr.  Scott  Russell at the
University  of Georgia  indicated  the  potential  for  material  reductions  in
salmonella typhimurium,  listeria monocytogenes,  staphylococcus aureus, E coli,
shewanella  putrefaciens  and pseudomonas  fluorescens with the use of pHarlo in
the  scalding  process  of  poultry  processing  and  entered  into  partnership
agreement with Wynn Starr  Specialty  Flavors LLC (a wholly owned  subsidiary of
Wynn Starr Flavors),  a leading supplier of culinary  ingredients and technology
to the food industry,  to market Tasker's  technology to the poultry  processing
industry.  To further  support this  initiative,  the Company  appointed  Dennis
Smithyman, a food processing and technology executive,  as its vice president of
food technology.  The Company  conducted  additional  laboratory and pilot scale
studies during  November 2004 through  January 2005 in support of an application
for USDA  approval to use Tasker's  licensed  pHarlo  technology in the scalding
process of poultry  processing.  To lead in this process and provide  additional
industry guidance,  the Company added Dr. Scott Russell,  an expert in the field
of poultry processing,  to its Executive Advisory Committee in November 2004. As
of the time of this  filing,  the USDA has  granted the  Company  permission  to
conduct  in-plant  commercial  verification of its technology for use in poultry
processing.  This permission is significant to the Company because it allows the
poultry  processors to sell to consumers the birds involved in the  verification
process.  Without such approval, the birds would be destroyed and the cost would
have been absorbed by Tasker. Since the commercial verification requires testing
at full  production and involves a large number of birds,  the associated  costs


                                       4
<PAGE>

can  be   significant.   Upon  the  successful   completion  of  the  commercial
verification  process, the Company expects to receive final approval by the USDA
and then would be able to enter into contracts  with poultry  processors for the
sale of its  pHarlo  technology.  There can be no  assurance  that  Tasker  will
successfully  complete  the  commercial  verification  process.  If Tasker  does
complete  the  commercial  verification  process  successfully,  there can be no
assurance that Tasker will enter into such commercial  contracts or, if it does,
that such commercial contracts will be profitable.

         To  fund  the  Company's   operations,   the  Company  completed  three
financings  in 2004.  In April,  the Company  sold  $800,000  of 7%  convertible
debentures,  convertible  into  common  shares at $0.05 per share;  warrants  to
purchase 8,000,000 shares at $0.10 per share (subsequently modified to $0.05 per
share), which expire five years from the date of issuance; and 8,000,0000 shares
of common  stock at $0.20 per share  (subsequently  modified to $0.05 per share)
(exhibit  1.1).  In July 2004,  the  Company  completed a private  placement  of
$1,647,674  worth  of  convertible  debentures,   which  were  convertible  into
8,238,370 common shares at $0.20 per share,  and warrants to purchase  3,461,500
of its  common  shares at $0.25 per share  (subsequently  modified  to $0.05 per
share),  which  expire five years from the date of issuance  (exhibit  1.2).  In
December 2004, the Company  completed the private  placement of 9,406,250 shares
of its common stock with several accredited  investors for an aggregate purchase
price of $15,050,000. Emerging Growth Equities LTD. acted as placement agent and
received a cash payment of 6 % of the funds raised in the offering and a warrant
to purchase  562,500 of Tasker's  common shares  exercisable at $2.00 per common
share for three years (exhibit 1.3).

Products

Oral Care

CloseCall(TM):  An alcohol  free,  liquid  breath  freshener  that is clinically
proven to effectively eliminate bad breath odors caused from eating, smoking and
drinking. The product works by inhibiting bacteria that produce sulfur compounds
that cause bad breath.  Because CloseCall(TM)  eliminates bacteria in the mouth,
throat and upper  respiratory  tract and is  swallowed,  it is not  intended  to
compete against mouthwashes.

Post-Harvest Food Processing

pHarlo:  The company has  applied  for USDA  approval  for the use of its pHarlo
technology  in  the  processing  of  poultry.  The  Company  has  received  USDA
permission to begin  commercial  verification,  during which the poultry used in
the verification process may be sold to the market for public consumption.  This
commercial  verification  phase  involves the submission of protocols to be used
during  the  scalding  process  to the  USDA  and the  testing  of its  licensed
technology at an existing poultry  processor's  site for a sufficient  period to
confirm  the  technology's  efficacy  on a large  scale  and with  the  specific
variables  inherent in the processor's  operations.  If successful,  the Company
anticipates that the commercial  verification  process will demonstrate that its
pHarlo  technology is effective on a commercial scale. The Company believes that
the commercial  verification  process may also provide the processor  sufficient
information from which it can establish a contractual  relationship with Tasker.
These  verification  phases  are  also  requisite  to  establishing  contractual
relationships with processors: however, without this level of USDA approval, the
poultry used in the process  would have to be  destroyed.  The current  level of
USDA  approval  allows the poultry  used in this process to be sold at market to
the public.

The Company intends to develop and market the pHarlo technology for use in other
industries  with  the  post-harvest  processing  of food,  such as  beef,  pork,
seafood,  fruit and  vegetables.  In early  April 2005,  the Company  received a
letter  from the  Department  of Health and Human  Services of the Food and Drug


                                       5
<PAGE>

Administration  confirming  that the use of the  pHarlo  technology  to  control
pathogenic  microbe growth in seafood  applications  is permitted under existing
FDA GRAS  (generally  recognized as safe) and cGMP  (current good  manufacturing
practice) regulations.

Pet Products

Shampoo:  The Company has developed a moisturizing shampoo for dogs specifically
designed to soothe and prevent "hot spots" (painful skin  irritations  caused by
bacterial or allergic  reactions).  At the time of this filing,  the Company has
announced  its  relationship  with  Mayfair  Sales,  the holder of the rights to
market  products  under the Sock Puppet name,  to market the shampoo to over 700
stores nationwide.

Breath  Spray:  The  Company  has  developed  a breath  spray for dogs using its
patented  pHarlo  technology.  The product  eliminates  bad breath and  controls
tartar to inhibit germs that cause plaque and gingivitis and bad breath.  At the
time of this filing,  it has announced its relationship  with Mayfair Sales, the
holder of the rights to market  products  under the Sock Puppet name,  to market
the breath spray to over 700 stores, nationwide.

The Company has several other products using the pHarlo technology, which are in
various stages of development.

Government Approvals and Regulations

         The ingredients used by Indian River to produce the pHarlo  concentrate
are acknowledged as "generally recognized as safe" ("GRAS") by the Food and Drug
Administration  ("FDA").  As such, the ingredients and the pHarlo concentrate do
not require further  approval by the FDA. These  ingredients are already in wide
use in the food industry and are readily  available.  The unique  combination of
these  ingredients  under the pHarlo formula is protected under two U.S. patents
and is covered in several pending patent applications in the U.S. and elsewhere.
The use of the pHarlo technology in food processing,  with the exception of meat
and poultry,  is covered by FDA. All meat and poultry  applications  require the
approval  from the USDA.  The Company has submitted  data and a request  seeking
approval of its technology for use in the scalding section of poultry processing
and is in the  commercial  verification  phase  of such  approval  process.  The
Company plans to seek further  applications in other areas of poultry operations
and in red meat and pork  processing  after gaining  acceptance for its scalding
treatment.

Strategic Relationships

         The Company is entering into a worldwide exclusive field of use license
agreement with Pharlo Citrus Technologies that entitles it to receive sufficient
quantities  of the  pHarlo  concentrate  as it  considers  necessary  to satisfy
customer  demand in the product ranges of  post-harvest  food  processing,  oral
care, skin care and pet products. In accordance with the agreement, Indian River
will supply  directly to Tasker,  or its designees,  the pHarlo  concentrate for
which pHarlo will receive  payment based on a mutually  agreed upon volume price
or royalty  payments based on revenue  generated from the final product to which
the pHarlo concentrate is added, or a combination of both. (Exhibit 10.17).

         The Company has entered  into a  Partnership  Agreement  with Wynn Star
Specialty Flavors LLC ("Wynn Starr"), a leading supplier of culinary ingredients
and technology to the food industry, to market the Company's licensed technology
to  the  poultry  processing  industry.  Under  the  terms  of  the  Partnership
Agreement,  Wynn  Starr  will use its  extensive  relationships  in the  poultry


                                       6
<PAGE>

processing industry to market the Company's licensed technology in consideration
for the right to purchase from Tasker the concentrated  solution manufactured by
Indian  River and produce the final  product to be supplied to the  consumer for
which Wynn Starr will pay royalties to Tasker from the revenues  generated  from
such sales (Exhibit 10.18).

Product Development

         Under  the  existing  exclusive  field of use  license  agreement  with
pHarlo,  the Company has the right to develop uses of the pHarlo  technology  in
post -harvest food  processing,  oral care,  skin care and pet products.  At the
time of this  filing,  the  Company has entered  into an  agreement  to purchase
certain assets of pHarlo, Indian River and pHarlo's marketing subsidiary,  Coast
to  Coast   Laboratories,   LLC  ("Coast  to  Coast").  If  the  transaction  is
consummated,  the Company will acquire the rights to develop, in addition to the
product groups previously noted, pre-harvest food processing and water treatment
and will own the currently  existing utility patents and/or patent  applications
for field of use specific applications of Pharlo technology.

         The  Company  is  in  the  process  of   researching   and   developing
applications  for the use of the pHarlo  technology for fishing  boats,  seafood
farms, commercial and retail seafood processing,  for which the Company believes
its  products  will safely  inhibit  bacteria  from the point of origin to final
processing,  and prolong  shelf life.  Tasker also  expects to begin the product
development  process  using  the  pHarlo  technology  for red  meat,  fruit  and
vegetables.

Distribution Channels

         Tasker sells its products through distributors, strategic intermediates
(such as Wynn Starr Specialty Flavor LLC), and directly to commercial end-users.
The choice of  distribution  channel will vary by product and will be decided by
Company management according to its strategic objectives.

Competition

         The  industries in which the Company will be marketing its products are
characterized  by intense  competition.  The Company's  oral hygiene  product is
swallowed rather than expectorated like mouthwash.  The mouthwash  industry is a
mature industry with several participants,  many of which are divisions of large
corporations, such as Listerine(R) (Pfizer), Scope(R) (Procter & Gamble), ACT(R)
(Johnson & Johnson), Peroxyl(R) (Colgate), and Cepacol(R) (Combe). The Company's
product,  CloseCall(TM),  is the world's first clinically proven  anti-microbial
oral hygiene breath drink.  The Company  believes it has a major  advantage over
its  competition  because  of its use of  pHarlo as a key  ingredient,  which is
proven to effectively eliminate bad breath odors caused from eating, smoking and
drinking. Unlike alternative products that contain  super-mentholated  chemicals
or alcohol and temporarily  kill germs and mask odor,  CloseCall(TM)  eliminates
the odor and bacteria in the mouth and throat that cause the odor, for hours.

         Currently,  there is no  competition  for  bacterial  inhibitors in the
scalding  process of  poultry  processors.  The  introduction  of the  Company's
technology to this specific operation is presently  considered a breakthrough in
the  endeavor  to reduce  pathogenic  bacteria  in poultry  products.  Since the
Company  intends  to  expand  the  use  of its  technology  into  the  remaining
operations of poultry  processing - specifically,  the eviscerating  process and
the chill  process - it will  encounter  competition  in the chill  process from
manufacturers  of sodium  hydrochloride.  The Company  believes that its product
presents  a  healthier,  yet more  effective,  alternative  to the use of sodium
hydrochloride,  especially  considering  that the  ingredients of pHarlo are all
generally  regarded as safe by the FDA for consumption.  The poultry  processing
industry is a very large industry, which will attract other products designed to
reduce or  eliminate  bacteria.  The Company  believes  that the efficacy of its
technology  and its price  competitiveness  will  enable it to achieve a gainful
market share and  effectively  compete against  existing and future  competitive
products in the poultry processing industry.



                                       7
<PAGE>

         The  Company's  license  with pHarlo  entitles it to develop and market
products in other  (post-harvest) food processing,  pet products and for topical
palliative  for  dermatological  disorders.  Competition  in  these  markets  is
intense; however, the Company believes that its patented, unique technology will
provide it with competitive advantages in its selected markets.

Raw Materials and Principal Suppliers

         The  Company is  entering  into an  exclusive  license  agreement  (the
"License  Agreement") with pHarlo to use, sell,  develop,  market and distribute
products using its  proprietary,  patented  technology  within certain fields of
use. Pursuant to the License  Agreement,  the Company has agreed to make royalty
payments  to pHarlo  based on product  sales.  In  conjunction  with the License
Agreement,  the Company entered into a Production Agreement with Indian River to
manufacture and sell to the Company  concentrates  for the products  licensed by
pHarlo.

Dependence on Certain Customers

         Since the Company is in the development  stages of the  introduction of
its products,  it has not developed a sufficient  revenue  source to determine a
dependence on any one group of customers for revenue.

Proprietary Protection

         pHarlo  owns the base  patents  to the core  technology  upon which the
Company's  products  are based  (U.S.  patent  nos.  5,989,595  and  6,242,011).
Additional, utility patent applications have been filed for:

         -  the pre-harvest and post-harvest treatment of plants and animals

         -  breath drink

         -  topical palliative for dermatological disorders

         -  hangover remedy and alcohol abatement

         -  antimicrobial processing aid and food additive

         -  antimicrobial wastewater treatment

         -  antimicrobial treatment for airborne contaminants on cooked food

         Currently,  the Company does not own the rights to the base patents. At
the time of this  filing,  the Company has entered into an agreement to purchase
certain  assets of  pHarlo,  Indian  River and  pHarlo's  marketing  subsidiary,
Coast-to-Coast. Included in the assets to be purchased by the Company from these
entities,   if  this   transaction  is  consummated,   are  the  utility  patent
applications  listed above. The base patents will be assigned to a new entity in
which Tasker will own 20% of the equity. This 20% equity stake will be issued to
Tasker as a component  of the  transaction  with  pHarlo and Indian  River Labs.
Under the terms of the proposed  acquisition,  the Company  will have  exclusive
rights  in the  following  fields  of use:  pre-harvest  and  post-harvest  food
processing,  oral care,  skin  care,  pet  products,  hangover  remedy,  alcohol
abatement  and water  treatment,  as well as a right of first refusal to all new
products outside of these fields of use developed by the new company holding the
base  patents.  If and when the Company  completes the proposed  acquisition  of
certain  assets of pHarlo  Citrus  Technologies,  Indian River Labs and Coast to
Coast, these volume priced payments and/or royalty payments to pHarlo and Indian
River Labs will cease.



                                       8
<PAGE>

         In addition,  the Company will execute an agreement with pHarlo for the
supply of the base ingredients for the Company's products throughout the life of
the base underlying patents.  Upon the consummation of the proposed transaction,
the Company  will  produce the base  technology  (pHarlo) for its own use in the
acquired  facilities  from Indian River to ensure  sufficient and  uninterrupted
supply of the product.

         The  consideration  payable  to  Sellers  by Tasker in the  transaction
includes  $2,178,000  in cash and the  issuance  by  Tasker  to the  sellers  of
19,670,000 shares of Tasker common stock.  Tasker will not assume the $5,310,900
of tax liabilities of the selling  parties as was previously  disclosed and will
not be entitled to receive  comparable  payments by the Seller for the  exercise
price of the options to purchase  19,670,000  shares of Tasker common stock that
were replaced with shares.  The 19,670,000 shares of Tasker common stock will be
issued pursuant to the terms of restricted  stock  agreements  providing for the
lapse of  restrictions  over a two year  period or earlier  if  certain  revenue
growth  milestones are achieved or if other events occur,  such as the departure
from the Company of certain key executives. It is anticipated that approximately
twenty  percent of the  common  stock  issued to the  selling  entities  will be
registered  on Form S-2 so as to enable  resales  by the  selling  entities.  In
addition,  Tasker has  offered  two-year  contracts  to each of IRL's,  Coast to
Coast's and pHarlo's employees at agreed upon salaries to ensure their continued
participation  in the  combined  company.  Importantly,  the  completion  of the
transaction is subject to approval by Tasker's Board of Directors, completion of
satisfactory  due  diligence  by  Tasker,  and  the  negotiation  of  definitive
transaction  documents.  Tasker  began its business  due  diligence  late in the
fourth quarter of 2004 and legal due diligence has recently commenced.

Research and Development

         Research and  development of new products  using the pHarlo  technology
are  continually  under  development.  The  Company's  efforts  in this area are
focused on the product  segments to which it currently has rights  (post-harvest
food, oral care, skin care and pet products).  If the proposed  transaction with
pHarlo,  Indian River and  Coast-to-Coast is consummated,  the Company's product
range from which  additional  applications  may be developed will be expanded to
include  pre-harvest  food processing and water  treatment.  It is the Company's
intention  to develop and market any and all  applications  for this  technology
within its product ranges.

Number of Total Employees and Number of Full-time Employees

         At December 31, 2004, we had eight full-time employees,  one of whom is
in marketing, none of whom are in research and development and seven of whom are
administrative  and  executive  personnel.  There  is no  collective  bargaining
agreement in place. As of this filing there are 31 full time  employees,  one of
whom is in marketing,  3 of whom are research and development and 27 of whom are
administrative and executive personnel.

Working Capital Requirements

         While Tasker's  present  staffing  requirements are relatively small in
comparison  with other  industries  with  similar  present and future  potential
revenues,  Tasker  believes  that it has  sufficient  capital  to meet near term
demands.  Tasker's ability to successfully deliver product to the markets Tasker
has targeted will rely heavily on its ability to produce  sufficient  quantities
of product  in a timely  basis.  To ensure  adequate  supply,  the  Company  may
inventory  product for future  delivery,  which will  require  working  capital.
Because its products are the result of significant  research and development and
patented  technological  processes,  the significant  portion of the cost of the
products have been absorbed by the Company or were (or will be)  capitalized  by
the  Company.  In  addition,  the  costs of  making  the end  product  using the


                                       9
<PAGE>

Company's  patented  processes  are  relative  low.  Consequently,  the level of
inventory  necessary to support a  significant  level of revenue would require a
disproportionately  lower  amount of working  capital.  As of December 31, 2004,
Tasker has $14.4 million in net working capital and  approximately  $1.0 million
of debt (excluding unamortized debt discounts).  While the Company believes that
it has sufficient working to support its operations,  there can be no assurances
that it will generate sufficient revenue to achieve profitability. Consequently,
if the Company is not  successful in generating  profits and positive cash flow,
it could deplete its working  capital and be forced to seek  additional  capital
through sources available to it.

                                  RISK FACTORS

                    RISKS RELATED TO OUR BUSINESS AND COMPANY

         We have limited experience in the marketing of our products and may not
be aware of all the customs,  practices and  competitors in that  industry.  The
consultants that we may retain may not have had sufficient  experience to enable
us to completely understand the characteristics of the industry. There can be no
assurance  that we will properly  ascertain or assess any and all risks inherent
in this industry.

         In addition,  our success depends,  in part, on our ability to continue
marketing and distributing our products effectively. We may not be successful in
entering  into  new  marketing   arrangements,   whether  engaging   independent
distributors or recruiting,  training and retaining a larger internal  marketing
staff and sales force.

INTENSE  COMPETITION COULD HARM OUR FINANCIAL  PERFORMANCE AND THE VALUE OF YOUR
INVESTMENT.

         There  may  be  a  number  of  companies,   universities  and  research
organizations  actively  engaged in research and  development of technology that
could be  similar  to our  processes,  which  could  result in the  creation  of
competitors  that may  have  substantially  greater  assets,  technical  staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.

                           RISKS RELATED TO OUR STOCK

Future sales of our common stock may cause our stock price to decline.

         Our stock price may  decline  due to future  sales of our shares or the
perception  that such sales may occur. If we issue  additional  shares of common
stock in private  financings under an exemption from the registration laws, then
those shares will  constitute  "restricted  shares" as defined in Rule 144 under
the  Securities  Act.  The  restricted  shares  may  only be  sold  if they  are
registered  under  the  Securities  Act,  or sold  under  Rule 144,  or  another
exemption from registration under the Securities Act.

          Some of our outstanding  restricted  shares of common stock are either
eligible  for  sale  pursuant  to Rule 144 or have  been  registered  under  the
Securities Act for resale by the holders.  We are unable to estimate the amount,
timing,  or  nature  of  future  sales of  outstanding  common  stock.  Sales of
substantial  amounts  of our  common  stock in the  public  market may cause the
stock's market price to decline.



                                       10
<PAGE>

Our stock price can be extremely volatile.

         Our common stock is traded on the OTC Bulletin  Board.  There can be no
assurance  that an active public  market will continue for the common stock,  or
that the market  price for the common  stock will not decline  below its current
price. Such price may be influenced by many factors,  including, but not limited
to, investor  perception of us and our industry and general  economic and market
conditions.  The  trading  price of the  common  stock  could be subject to wide
fluctuations in response to  announcements  of our business  developments or our
competitors,  quarterly  variations  in operating  results,  and other events or
factors. In addition, stock markets have experienced extreme price volatility in
recent years. This volatility has had a substantial  effect on the market prices
of companies,  at times for reasons  unrelated to their  operating  performance.
Such broad  market  fluctuations  may  adversely  affect the price of our common
stock.

We do not expect to pay dividends.

         We have not paid dividends since inception on our common stock,  and we
do not  contemplate  paying  dividends in the  foreseeable  future on our common
stock in order to use all of our earnings,  if any, to finance  expansion of our
business plans.

If we fail to remain current on our reporting requirements,  we could be removed
from the OTC Bulletin Board which would limit the ability of  broker-dealers  to
sell our securities and the ability of stockholders to sell their  securities in
the secondary market.

         Companies  trading  on the OTC  Bulletin  Board,  such  as us,  must be
reporting  issuers under Section 12 of the  Securities  Exchange Act of 1934, as
amended,  and must be current in their  reports  under  Section  13, in order to
maintain price  quotation  privileges on the OTC Bulletin  Board.  If we fail to
remain current on our reporting  requirements,  we could be removed from the OTC
Bulletin Board. As a result,  the market  liquidity for our securities  could be
severely  adversely  affected by limiting the ability of  broker-dealers to sell
our securities and the ability of stockholders  to sell their  securities in the
secondary market.

Our  common  stock is  subject  to the  "Penny  Stock"  rules of the SEC and the
trading market in our  securities is limited,  which makes  transactions  in our
stock cumbersome and may reduce the value of an investment in our stock.

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

   o  that a broker or dealer  approve a person's  account for  transactions  in
      penny stocks; and

   o  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:

   o  obtain financial  information and investment  experience objectives of the
      person; and

   o  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.



                                       11
<PAGE>

         The broker or dealer must also deliver,  prior to any  transaction in a
penny stock, a disclosure  schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:

   o  sets  forth the basis on which the broker or dealer  made the  suitability
      determination; and

   o  that the broker or dealer  received a signed,  written  agreement from the
      investor prior to the transaction.

         Generally,  brokers  may be less  willing  to execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

         Disclosure  also has to be made about the risks of  investing  in penny
stocks  in  both  public  offerings  and in  secondary  trading  and  about  the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

AVAILABLE INFORMATION

         Tasker files annual,  quarterly, and special reports, proxy statements,
and other  information with the Securities and Exchange  Commission.  The public
may read and copy any  documents the Company  files at the  Commission's  Public
Reference Room at 450 Fifth Street N.W., Washington,  D.C. 20549. The public may
obtain  information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.  SEC filings are also available to the public from
the SEC's Internet website at http://www.sec.gov.

         Tasker  makes  available  free of charge  on or  through  its  Internet
website at  www.taskerproducts.com  its annual reports on Form 10-KSB, quarterly
reports  on Form 10-Q,  current  reports on Form 8-K,  and  amendments  to those
reports  filed or furnished  pursuant to Section  13(a) or 15(d) of the Exchange
Act as soon  as  reasonably  practicable  after  it  electronically  files  such
material  with,  or  furnishes  it to,  the  Commission.  In March  2005  Tasker
implemented  its Code of  Business  Conduct and Ethics,  which is  available  on
Tasker's Internet site at  www.taskerproducts.com.  The Code of Business Conduct
and Ethics may be obtained, free of charge, by writing to the Secretary,  Tasker
Capital Corp., 100 Mill Plain Road, Danbury, CT 06811.

ITEM 2. DESCRIPTION OF PROPERTY

         At December 31, 2004,  our principal  executive  offices are located at
100 Mill  Plain  Road,  Danbury,  CT 06811.  Subject  to the  finalization  of a
proposed lease,  the Company  intends to relocate its  headquarters on or around
May 1, 2005 to Corporate Center, 39 Old Ridgebury Road, Danbury, CT 06817.

ITEM 3. LEGAL PROCEEDINGS

         None.

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

         There was no matter  submitted  during the fourth quarter of the fiscal
year  covered  by  this  report  to a vote  of  security  holders,  through  the
solicitation of proxies or otherwise.



                                       12
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

         Our common stock is quoted on the OTC  Bulletin  Board under the symbol
"TKER.OB".

         The following table sets forth, for the periods indicated, the high and
low bids for our common  stock  based on  inter-dealer  prices,  without  retail
mark-up, mark-down or commission and may not represent actual transactions.

--------------------------------------------------------------------------------
              Quarter Ended                            High           Low
--------------------------------------------------------------------------------
    First Quarter Ended March 31, 2003                 $1.25         $0.76
--------------------------------------------------------------------------------
    Second Quarter ended June 30, 2003                 $0.85         $0.23
--------------------------------------------------------------------------------
  Third Quarter ended September 30, 2003               $0.41         $0.15
--------------------------------------------------------------------------------
  Fourth Quarter ended December 31, 2003               $0.30         $0.10
--------------------------------------------------------------------------------
    First Quarter ended March 31, 2004                 $0.29         $0.09
--------------------------------------------------------------------------------
    Second Quarter ended June 30, 2004                 $0.51         $0.09
--------------------------------------------------------------------------------
  Third Quarter ended September 10, 2004               $0.54         $0.22
--------------------------------------------------------------------------------
  Fourth Quarter ended December 31, 2004               $2.89         $0.39
--------------------------------------------------------------------------------
    First Quarter ended March 31, 2005                 $4.93         $2.31
--------------------------------------------------------------------------------

         Our common  shares are issued in  registered  form.  Pacific  Corporate
Trust Company (10th Floor, 625 Howe Street, Vancouver, British Columbia, V6C 3B8
[telephone:  (604)  689-9853,  facsimile  (604)  689-8144] is the  registrar and
transfer agent for our common shares.

         As of March 31, 2005, we had approximately  61.2 shares of common stock
outstanding and approximately 80 stockholders of record.

Recent Unregistered Sales of Securities

         On December  29, 2004 the Company  closed a  transaction  pursuant to a
securities  Purchase  Agreement  dated as of  December  23,  2004  with  several
accredited  investors  pursuant to which those  accredited  investors  purchased
9,406,250 shares of the Company's  common stock for an aggregate  purchase price
of $15,050,000. Emerging Growth Equities LTD. as placement agent received a cash
payment of 6 % and a warrant to purchase 562,500 shares exercisable at $2.00 per
common share.  The warrant is exercisable  for three years.  The  aforementioned
securities  were issued by the Company  pursuant to Rule 506 of  regulation D as
promulgated under the Securities Act of 1933, as amended, and/or Section 4(2) of
the Act. A Form S-2/A was filed with the Securities  and Exchange  Commission on
February 10, 2005 (file number 333-122383) to register these shares.

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

         The  following  discussion  of  our  financial  condition,  changes  in
financial  condition  and  results  of  operations  for the fiscal  years  ended
December  31,  2004 and 2003,  should be read in  conjunction  with the  audited
annual consolidated financial statements and the notes thereto.



                                       13
<PAGE>

         Our  consolidated  financial  statements  are  stated in United  States
Dollars and are prepared in  accordance  with United States  Generally  Accepted
Accounting Principles.

RESULTS OF OPERATIONS

         The  Company  incurred  a net loss of  approximately  $6.1  million  or
$(0.26) per basic share for the year ended  December 31, 2004  compared to a net
loss of  approximately  $(607,000) or $(0.05) per basic share for the year ended
December 31, 2003. As of December 31, 2004 the Company had a deficit accumulated
during the development stage of approximately $7.8 million.

         The heightened  loss incurred by the Company in 2004 reflects the costs
of  additional  financing,  personnel  and  consulting  required  to execute the
Company's plans to develop  products and related  markets.  Management  expenses
increased by approximately $731,000 reflecting the addition of senior management
to oversee the oral care, food processing,  cosmetic and pet product  divisions.
Professional  fees increased by approximately  $1,416,000 due to consultant fees
associated with gaining regulatory  approval for its poultry processing product;
legal fees for intellectual  property  reviews and due diligence  support in the
Company's effort to acquire pHarlo, Indian River and Coast-to-Coast;  additional
product development and marketing costs of approximately  $372,000 for marketing
research,  branding and promotion for its  CloseCall(TM)  roll-out.  The Company
also recognized an expense of $373,000 for stock based  compensation as a result
of "in the money"  stock  options  issued to  employees.  Interest  expense also
increased  to  approximately  $2,730,000  from  approximately  $113,000  in  the
previous year primarily as a result of the  amortization  of loan discounts from
the convertible  debentures  issued by the Company during 2004 and notes payable
in the amount of $2,520,000.

LIQUIDITY AND CAPITAL RESOURCES

Current Position

         The  Company's  net cash used in operating  activities  during the year
ended December 31, 2004 was approximately  $2.4 million.  Cash used in investing
activities  during the year ended December 31, 2004 was  approximately  $530,000
representing  two $100,000 loans to Pharlo Citrus  Technologies on September 28,
2004  (exhibit  10.20) and  November 12, 2004  (exhibit  10.21) and two $100,000
loans to Pharlo Citrus Properties Partnership LLLP on December 15, 2004 (exhibit
10.22) and 30 (exhibit 10.23),  2004, each loan representing  working capital to
the  pHarlo  group of  companies  to  build  out and  fund  their  manufacturing
facilities. The Company purchased various office equipment and vehicles totaling
approximately $112,000.

         Cash provided from financing activities was approximately $17.1 million
principally  from the  issuance  of three  private  placements:  April 30,  2004
(approximately  $800,000),  July 29, 2004 (approximately $1.3 million,  net) and
December  29,  2004  (approximately  $13.9  million,  net)  and  the  subsequent
redemption of warrants.

         As of December 31, 2004 the Company had approximately $14.2 in cash and
cash equivalents,  a current ratio of approximately  8-to-1, and a tangible book
value of approximately  $0.60 per share (based on basic outstanding shares as of
year-end).

         As a  result  of  being  in  violation  of  certain  covenants  of  its
Convertible  Debentures,   the  Company  has  classified  the  entire  remaining
principal  balance as a current  liability  and has  amortized the debt discount
associated with the remaining principal balance.



                                       14
<PAGE>

Future Operations

         The Company  intends to further develop  applications  using the pHarlo
technology in the food processing,  skin care,  water  purification and pet care
industries.  It also will consider  other unique  technologies  for which it can
develop  products and markets.  In February 2005 the Company  formed five wholly
owned   subsidiaries   for  each  respective   product  line  and  one  for  its
manufacturing  operations.  Although the  Company's  objective is to develop and
cultivate markets for each product with the goal of generating net profits,  its
current structure supports other potential alternatives that could result in the
achievement of additional value from its product lines for its shareholder base.
The Company intends to take into  consideration any and all strategies that will
maximize shareholder value.

The  Company  has entered  into  various  license,  consultant,  and  employment
agreements  throughout the year.  Approximate  future minimum annual contractual
obligations under these agreements  including agreements executed in 2005, is as
follows:

<TABLE>
<CAPTION>
                               2005        2006        2007        2008        2009
                             ---------   ---------   ---------   ---------   ---------
<S>                         <C>         <C>         <C>         <C>         <C>
License agreements             614,000   4,664,000   4,826,000   4,995,000   5,170,000
Consulting agreements           84,000      24,000      22,000
Employment agreements        1,020,000   1,020,000     969,000
Notes Payable Shareholders                             525,000

Convertible Debentures                                 411,000
                             ---------   ---------   ---------   ---------   ---------

Total                        1,718,000   5,708,000   6,753,000   4,995,000   5,170,000
                             =========   =========   =========   =========   =========
</TABLE>


APPLICATION OF CRITICAL ACCOUNTING POLICIES

         Our  consolidated  financial  statements  and  accompanying  notes  are
prepared in accordance  with  generally  accepted  accounting  principles in the
United  States.  Preparing  financial  statements  requires  management  to make
estimates  and  assumptions   that  affect  the  reported   amounts  of  assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by   management's   application   of  accounting   policies.   We  believe  that
understanding the basis and nature of the estimates and assumptions involved are
critical to an understanding of our financial statements.

      Critical  Accounting  policies  include  those related to our stock based
compensation, convertible debentures and development stage status.

ITEM 7.  FINANCIAL STATEMENTS

         Our   consolidated   financial   statements   are  included   beginning
immediately  following  the  signature  page to this report on pages F-1 through
F-19.

At December 31, 2004 the Company is in violation of certain covenants related to
its loan obligations  dated April 30, 2004 and July 22, 2004. As a result of the
covenant  violations  the  Company has  accrued  interest & fees  payable in the
amounts  of  approximately  $44,000  and  $26,000,   respectively.  The  Company
anticipates  paying the total  interest due to the debenture  holders within the
next thirty days. See note 6 of footnotes to financial statements.



                                       15
<PAGE>

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

         On February 10, 2005,  Tasker Capital Corp.  (the  "Company")  received
written notice from Morgan and Company,  Chartered  Accountants  that Morgan and
Company had resigned as the Company's principal independent  accountant to audit
the Company's  financial  statements  because the Company no longer has Canadian
assets.  Morgan and  Company's  independent  auditors'  report on the  financial
statements for the fiscal years ended December 31, 2003 and 2002 stated that the
Company's  recurring  losses and net cash  outflows  from  operations  since its
inception raised  substantial doubt about the Company's ability to continue as a
going concern.

         In connection with the audits of the Company's financial statements for
the fiscal years ended  December 31, 2003 and 2002,  and in  subsequent  interim
periods through the date of the former accountant's  resignation,  there were no
disagreements with the former accountant, whether or not resolved, on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure,  which, if not resolved to the former  accountant's
satisfaction,  would have caused it to make  reference to the subject  matter of
the disagreement(s) in connection with its report.

         Tasker Capital Corp.  engaged  Rothstein,  Kass & Company,  P.C. as its
independent   registered  public  accounting  firm  effective  March  15,  2005.
Rothstein,  Kass & Company,  P.C. audited the Company's financial statements for
the fiscal year ended  December  31,  2004.  The  Company's  Board of  Directors
approved the decision to engage  Rothstein,  Kass & Company,  P.C.  Prior to the
Company engaging Rothstein,  Kass & Company,  P.C. as the Company's  independent
registered  public  accounting  firm, the Company did not consult with or obtain
oral or written  advice  from  Rothstein,  Kass &  Company,  P.C..  The  Company
previously reported the resignation of its principal independent accountant in a
Current Report on Form 8-K/A, filed with the Securities and Exchange  Commission
on February 23, 2005.

ITEM 8A. CONTROLS AND PROCEDURES

In connection with the audit of the Company's  consolidated financial statements
for the year ended  December  31, 2004,  the  Company's  independent  registered
public  accounting firm advised the Board of Directors and management of certain
internal control  deficiencies that they considered  being, in the aggregate,  a
material  weakness.  A  material  weakness  is  a  significant  deficiency  or a
combination  of  significant  deficiencies  that  results in a  more-than-remote
likelihood  that a  misstatement  of the Company's  annual or interim  financial
statements  will not be prevented or detected.  A  significant  deficiency is an
internal  control  deficiency or  combination  of  deficiencies  that  adversely
affects the Company's ability to initiate, authorize, record, process, or report
external   financial  data  reliably  in  accordance  with  generally   accepted
accounting principles.

The material weakness  identified  relates to limitations in the capacity of the
Company's  accounting  resources  to  identify  and react in a timely  manner to
non-routine and complex  business  transactions.  In 2004, a lack of experienced
personnel in the  Company's  accounting  function and  multiple  transitions  of
responsibilities  over the Company's accounting  function,  among other reasons,
resulted in untimely  identification  and resolution of (i)  accounting  matters
related to certain equity transactions and (ii) the accounting for the Company's
debt financing.  All of these resulted in significant  audit  adjustments to the
consolidated  financial statements before issuance.  In order to remediate these
internal control  deficiencies,  the Company has (i) hired additional accounting
resources to supplement  the internal  accounting  staff  (including a new Chief
Financial  Officer  on  January 3, 2005 and  Corporate  Controller  on March 21,
2005),  (ii) hired another  independent  registered  public  accounting  firm to
assist the Company in certain  complex  matters and (iii)  implemented  internal
controls and  procedures  to  strengthen  areas of concern to the new  financial
management team.



                                       16
<PAGE>

As  required  by Rule  13a-15  under the  Securities  Exchange  Act of 1934 (the
"Exchange Act"),  the Company carried out an evaluation of the  effectiveness of
the design and operation of our disclosure controls and procedures as of the end
of the period covered by this report.  This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer, Robert P.
Appleby  and  Chief  Financial  Officer,  Robert  D.  Jenkins.  Based  upon that
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls ard procedures are  ineffective in timely alerting
management to material information relating to us required to be included in our
periodic SEC filings.  The Company has already instituted,  and will continue to
implement,  corrective  actions  with  respect  to  the  material  weakness,  as
described  above.  The Company believes that the actions it has taken to date in
that regard,  when taken as a whole,  have  mitigated the material  weakness and
other deficiencies with respect to the preparation of this Annual Report on Form
10-KSB such that the  information  required to be  disclosed in this Form 10-KSB
has been recorded, processed, summarized and reported correctly.

         Disclosure  controls and procedures  are controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed in our
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including our Chief Executive
Officer  and  Chief  Financial  Officer,  to allow  timely  decisions  regarding
required disclosure.

ITEM 8B. OTHER INFORMATION.

         On January 10, 2004 the prior  management of the Company entered into a
Consulting  agreement  with  Thomas  Brazil to provide  advisory  services  with
respect to global  strategic  planning in connection with the marketing and sale
of the Company's products.  Under the terms of the agreement, the Company issued
Mr. Brazil 250,000 shares of the Company's common stock (Exhibit 10.24).

         On January 20, 2004 the prior  management of the Company entered into a
Consulting  agreement with Stuart  McPherson to provide  advisory  services with
respect to conducting market research in Canadian markets in connection with the
marketing and sale of the Company's products.  Under the terms of the agreement,
the Company issued Mr. McPherson 1,150,000 shares of the Company's common stock.
The agreement terminated on September 30, 2004 (Exhibit 10.25).

         During May 2004,  the Company  entered  into an  agreement  with Arthur
Bergeron to provide  professional  consulting  services to the Company including
without limitation, bookkeeping, accounting and tax services. Under the terms of
the agreement,  the Company shall pay Mr.  Bergeron  $5,000 per month.  However,
payment of  compensation  shall be deferred until the time at which cash flow is
realized from sales of consumable products equal to or in excess of $100,000 per
month, at which time all deferred  compensation shall be paid. The agreement may
terminate at any time, by either party, upon written notice (Exhibit 10.26).

         During  August 2004,  the Company  entered into an agreement  with Wall
Street Investor  Relations to provide counsel and assistance in implementing the
Company's  investor  relations  program.  Under the terms of the agreement,  the
Company shall pay a monthly  consulting fee of $10,000.  The agreement  covers a
three month period and will automatically renew at the end of each period unless
otherwise advised in writing, by either party. (Exhibit 10.27).



                                       17
<PAGE>

On December 7, 2004, the Company entered into an agreement to purchase exclusive
rights of first refusal to applications of the pHarlo technology from Richard J.
Kirby, a developer who had previous purchased the rights on July 19, 2002. Under
the terms of the  consulting  agreement,  Mr. Kirby assigned and granted all his
rights, titles and interests in his license agreements with pHarlo to Tasker for
which  Tasker  agree to pay Mr.  Kirby  one half of one  percent  (0.5%)  of net
revenues,  generated from products using the pHarlo technology, in an amount not
to exceed  $400,000 in any one calendar year. The agreement  continues until the
termination of or expiration of pHarlo Citrus' patent to the licensed technology
(Exhibit 10.28).

         On December 27, 2004 the Company  entered into an agreement with Avanti
HR Placement & Consulting,  Inc. to provide  various human  resource  functions,
including  the   recruitment  of  personnel  and  development  of  policies  and
procedures. Under the terms of the agreement, the Company shall pay a minimum of
$2,000 per month.  The Company also issued 50,000 stock  options  vesting over 2
years at an exercise  price of $2.01.  The agreement  terminates on November 30,
2006 (Exhibit 10.29).

                                    PART III

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

The following table sets forth the names,  ages and positions held by Directors,
Executive  Officers  and  Significant  Employees  of our Company as of April 15,
2005.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Name                            Position Held with Our Company          Age                Date First
                                                                                      Elected or Appointed
------------------------------------------------------------------------------------------------------------------
                                         Directors & Executive Officers
------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                          <C>             <C>
Robert P. Appleby         Director, President, Chief Executive          51               April 1, 2004
                          Officer
------------------------------------------------------------------------------------------------------------------
James Burns               Director, Chief Operating Officer &           50               April 1, 2004
                          Executive Vice President
------------------------------------------------------------------------------------------------------------------
Robert D. Jenkins         Chief Financial Officer, Secretary &          53              January 3, 2005
                          Treasurer
------------------------------------------------------------------------------------------------------------------
Gordon Davis              Director                                      60               April 1, 2004
------------------------------------------------------------------------------------------------------------------
Steve Zavagli             Director                                      56              January 18, 2005
------------------------------------------------------------------------------------------------------------------
                                              Significant Employees
------------------------------------------------------------------------------------------------------------------
Barbara Longchamp         Vice President Marketing                      49                May 1, 2004
------------------------------------------------------------------------------------------------------------------
Dennis Smithyman          Vice President Food Technology                53              November 1, 2004
------------------------------------------------------------------------------------------------------------------
James Collins             Vice President Supply Chain                   52              December 1, 2004
------------------------------------------------------------------------------------------------------------------
Richard Weiner            Vice President Sales                          40               March 28, 2005
------------------------------------------------------------------------------------------------------------------
Esther Dong               Director of New Product Development           35              December 2, 2004
------------------------- ------------------------------------------- -------- -----------------------------------
</TABLE>



                                       18
<PAGE>

         The directors of our Company are elected at each annual general meeting
and hold office until the next annual general meeting or until their  successors
are appointed.

         On February 9, 2004 Mr.  Bergeron  resigned as the Company's  President
and Chief  Executive  Officer to facilitate the appointment of Robert P. Appleby
to serve in these  positions as well as the  Company's  acting  Chief  Financial
Officer.

Business Experience

         The  following  is a  brief  account  of  the  education  and  business
experience  during  at least  the past five  years of each  director,  executive
officer  and key  employee,  indicating  the  principal  occupation  during that
period,  and the name and principal  business of the  organization in which such
occupation and employment were carried out.

         Robert P. Appleby - President  and Chief  Executive  Officer - Hired on
December 8, 2003 as the Company's  Vice  President of Sales and  Marketing,  Mr.
Appleby was promoted to the Company's  President and Chief Executive  Officer on
April  1,  2004.  Mr.  Appleby  has over 20 years  executive  experience  in the
beverage  industry   developing   marketing,   distribution  and  control  brand
strategies  for  companies  including  Philip  Morris  Companies,   New  Orleans
Coca-Cola Bottling, RJR Nabisco, Cadbury Schweppes and Daymon Associates

         James Burns - Executive  Vice President and Chief  Operating  Officer -
Joined the  Company on March 9, 2004 as Vice  President  Sales &  Marketing.  On
April 1, 2004 he became  Executive  Vice  President and a member of the Board of
Directors and on September 1, 2004 he was appointed Chief Operating Officer. Mr.
Burns' career began with Olin  Corporation 25 years ago as a sales executive and
was quickly promoted to National Account Manager. He then was appointed Director
Sales,  Marketing and Product  development at Hunt Imaging,  a division of Olin.
Prior to joining the Company,  Mr.  Burns was both  President  and  Principal in
Water & Ice, a highly  successful  small  business  specializing  in  developing
turn-key  retailer brand programs in the breath mint and confection  categories.
Education: Hawthorne College 1976.

         Gordon Davis - Director - Joined the Company's  board on April 1, 2004.
Mr. Davis is a corporate officer and Executive Vice President of Polar Beverages
Inc., one of the largest independent soft drink bottlers in the country.  Gordon
also serves as a consultant to many of the nation's  leading  retailers and is a
principal  in  Classical  Imports,  one of the fastest  growing  wine  importing
companies in the country.

         Steven Zavagli - Director - Mr.  Zavagli joined the Company's  Board of
Directors  on January 18, 2005.  With 17 years prior  experience  with  Beatrice
Foods and  International  Flavors and  Fragrances,  he founded  Wynn Starr Food,
which,  in 1992 evolved into Wynn Starr Flavors,  a creator and  manufacturer of
flavoring and other ingredient  technologies.  For the past 16 years Mr. Zavagli
has been Chairman and Chief Executive Officer  overseeing the complete operation
of  manufacturing,  research  and  development,  sales,  marketing  and  quality
assurance   of   his   $425   million    business.    Education:    BS   Organic
Chemistry-University Illinois.

         Robert D.  Jenkins - Chief  Financial  Officer -  Initially  hired as a
financial  consultant in November 2004,  Mr. Jenkins became the Company's  Chief
Financial  Officer,  Treasurer  and Secretary on January 3, 2005.  Mr.  Jenkins'
financial  background  spans  almost 30 years and  includes 17 years as the Vice
President  of Finance  and  Administration  for the  International  division  of
Cadbury  Schweppes;  three  years as  International  Vice  President  Finance  &
Administration  for Snapple  Beverage Corp. and most recently as Chief Financial
Officer for a group of fine dining restaurants in NYC. Education:  BS University
Arizona 1973; MBA University Tennessee 1975.



                                       19
<PAGE>

         Barbara B.  Longchamp - Vice  President  of  Marketing - Ms.  Longchamp
joined  Tasker in May 2004 as Vice  President  Marketing.  With over 25 years of
extensive   experience   managing   multiple  dynamic  consumer  packaged  goods
categories  through all  distribution  channels.  She spent the  majority of her
career at  Lipton/Unilever  and  Borden,  where she held  progressive  sales and
marketing  management  positions including Vice President,  Marketing at Borden.
Ms. Longchamp came to Tasker Capital from Daymon Worldwide where she was a sales
director and team leader at the $8 billion  dollar  global  sales and  marketing
company. Education: BS Seton Hall University-1978.

         Dennis Smithyman - Vice President of Food Technology - In October 2004,
Mr.  Smithyman  joined  the  Company.  Mr.  Smithyman  has over 25 years of food
industry and general business  development  experience  principally with The BOC
Group, a $7 Billion global  industrial gases company,  holding such positions as
VP, Global Food Markets and VP, Food Ventures.  Previous to BOC, Dennis was both
a Manager and  Director of Finance  with PepsiCo  International.  Education:  BS
Chemical  Engineering,  Northwestern  University  1975;  MBA,  Kellogg School of
Management, Northwestern University, 1977.

         James Collins - Vice  President  Supply Chain - Mr.  Collins joined the
Company in December 2004.  Mr.  Collins has 30-years of extensive  experience in
supply chain management, logistics,  procurement,  manufacturing operations, and
information  technology.   He  spent  18  years  at  General  Electric  Company,
encompassing  several  businesses   including:   Motors,   Industrial  Controls,
Engineered Cast Products, Power Generation, and Aircraft Engines. More recently,
Mr.  Collins  served as the  senior  director  of supply  chain  management  and
managing director of global logistics for Daymon Worldwide, where he created new
services  in the area of  transportation,  warehousing,  freight  consolidation,
import/export,  and demand  planning.  He also led the IT  systems  development,
electronic  commerce,   e-Business,  and  business  intelligence  organizations.
Education: BS Manufacturing Engineering, University of Bridgeport 1974.

         Richard Weiner - Vice  President  Sales - Mr. Weiner joined the Company
in March 2005.  Mr.  Weiner's  background in retail and consumer  products sales
spans over 20 years,  including 15 years as  owner/operator of a chain of retail
apparel  stores in New York City,  where he forged  alliances  with national and
international  manufacturers.  Prior to joining the Company,  Mr.  Weiner was in
charge  of  national   accounts  for  Cody-Kramer   Imports,   a  private  label
confectionary  company,  where he  opened  and  maintained  accounts  with  many
nationally   known   retailers  and   corporations.   Education:   BS,  Business
Administration, State University of New York at Oswego, 1981.

         Esther Dong - Director of New Product  Development - Joined the Company
in December 2004  responsible for the Company's pet care and cosmetic  products.
Prior to joining  the  Company  Ms.  Dong was the global  marketing  manager for
L'Oreal  USA's  Redken  5th  Avenue  styling  line,   responsible   for  product
development and marketing. Prior to this she worked for Givaudan Fragrances Corp
as a member of the Global Leadership Program focusing on innovation  management,
e-commerce  marketing  and new product  development.  Education:  MBA-MIT  Sloan
School of Management-2000;  MS Engineering and Applied  Science-Yale  University
1994; BS Chemical Engineering Tsinghua University in Beijing, China-1992.

Family Relationships

         There  are  no  family  relationships  between  any  of  our  Company's
directors or executive officers.



                                       20
<PAGE>

Involvement In Certain Legal Proceedings

         None of our directors, executive officers, promoters or control persons
have been involved in any of the following events during the past five years:

         1.       any  bankruptcy  petition  filed by or against any business of
                  which such person was a general  partner or executive  officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;

         2.       any conviction in a criminal  proceeding or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offences);

         3.       being  subject  to  any  order,   judgment,   or  decree,  not
                  subsequently  reversed,  suspended or vacated, of any court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities; or

         4.       being found by a court of competent  jurisdiction  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have  violated a federal or state  securities or
                  commodities  law,  and the  judgment  has not  been  reversed,
                  suspended, or vacated.

CODE OF ETHICS

         Effective March 2005, our Company's  board of directors  adopted a Code
of Business  Conduct and Ethics and  Compliance  Program  that applies to, among
other persons,  our Company's  President and Chief Executive  Officer (being our
principal executive  officer),  our Company's Chief Financial Officer (being our
principal  financial  and  accounting  officer,  as well as  persons  performing
similar  functions (exhibit 14.1). As adopted,  our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:

         (1)      honest and ethical conduct,  including the ethical handling of
                  actual or apparent  conflicts of interest between personal and
                  professional relationships;

         (2)      full, fair, accurate, timely, and understandable disclosure in
                  reports  and  documents  that we file with,  or submit to, the
                  Securities  and  Exchange   Commission  and  in  other  public
                  communications made by us;

         (3)      compliance  with  applicable   governmental  laws,  rules  and
                  regulations;

         (4)      the prompt  internal  reporting of  violations  of the Code of
                  Business  Conduct  and  Ethics  to an  appropriate  person  or
                  persons identified in the Code of Business Conduct and Ethics;
                  and

         (5)      accountability  for adherence to the Code of Business  Conduct
                  and Ethics.

         Our Code of Business Conduct and Ethics  requires,  among other things,
that all of our Company's  personnel  shall be accorded full access to our Chief
Financial  Officer with  respect to any matter  which may arise  relating to the
Code of Business Conduct and Ethics. Further, all of our Company's personnel are
to be accorded full access to our Company's  Audit  Committee if any such matter
involves  an alleged  breach of the Code of  Business  Conduct and Ethics by the
Chief  Financial  Officer or by any person who would be  considered an "insider"
for the purposes of our Company's Insider Trading Compliance Policy by virtue of
such person's relationship to the Chief Financial Officer.



                                       21
<PAGE>

         In addition,  our Code of Business  Conduct and Ethics  emphasizes that
all  employees,   and   particularly   managers  and/or   supervisors,   have  a
responsibility   for  maintaining   financial   integrity  within  our  Company,
consistent  with  generally  accepted   accounting   principles,   and  federal,
provincial  and state  securities  laws.  Any employee who becomes  aware of any
incidents   involving   financial   or   accounting    manipulation   or   other
irregularities,  whether by  witnessing  the  incident or being told of it, must
report it to his or her immediate supervisor or to our Company's Chief Financial
Officer.  If the  incident  involves  an alleged  breach of the Code of Business
Conduct and Ethics by the Chief Financial Officer, the incident must be reported
to any member of our  Company's  Audit  Committee.  Any  failure to report  such
inappropriate  or  irregular  conduct  of  others is to be  treated  as a severe
disciplinary  matter.  It is against our Company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
Company's Code of Business Conduct and Ethics by another.

         To our knowledge, based soley on a review of the copies of such reports
furnished to the Company and written  representations that no other reports were
required, the Company believes that during the year ended December 31, 2004, its
officers,  directors and 10% shareholders complied with all section 16(a) filing
requirements.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF EXECUTIVE COMPENSATION

         Particulars of compensation awarded to, earned by or paid to:

         (a)      our Company's chief executive officer (the "CEO");

         (b)      each of our Company's four most highly  compensated  executive
                  officers who were serving as executive  officers at the end of
                  the most recently completed fiscal year and whose total salary
                  and bonus exceeds $100,000 per year; and

         (c)      any additional individuals for whom disclosure would have been
                  provided  under (b) but for the fact that the  individual  was
                  not serving as an executive  officer of our Company at the end
                  of the most recently completed fiscal year;

<TABLE>
<CAPTION>
===================================================================================================================================
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------------
                                   Annual Compensation                            Long Term Compensation
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Awards                     Payouts
-----------------------------------------------------------------------------------------------------------------------------------
(a)                       (b)      (c)              (d)            (e)             (f)          (g)           (h)       (i)
Name and Principal        Year     Salary($)        Bonus ($)      Other  Annual   Restricted   Securities    LTIP      All Other
Position                                                           Compensation(1) Stock        Underlying    Payouts   Compensation
                                                                   ($)             Award(s)     Options/      ($)       ($)
                                                                                   ($)          SARs (#)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>           <C>             <C>             <C>         <C>                      <C>
Robert Appleby            2004        $ 121,000     $     -0-       $ 10,666        $  -0-      3,000,000                $  -0-
President & CEO           2003        $   8,000     $     -0-       $    -0-        $  -0-                               $  -0-
-----------------------------------------------------------------------------------------------------------------------------------
James Burns               2004        $ 121,000     $     -0-       $  2,819        $  -0-      3,000,000                $ 16,500
Exec. VP & COO
-----------------------------------------------------------------------------------------------------------------------------------
Arthur P.  Bergeron       2004       $   30,850     $     -0-       $    -0-        $  -0-         -0-                   $   -0-
CFO, Treasurer            2003       $   39,040     $     -0-       $    -0-        $  -0-       500,000                 $   -0-
===================================================================================================================================
</TABLE>

(1)      Appleby-Auto  $4,131,  Life Insurance  $6,535;  Burns-Auto  $981,  Life
         Insurance $ 1,838




                                       22
<PAGE>

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

         The following table sets forth for each of the Named Executive Officers
regarding  certain  information  concerning stock options granted to them during
fiscal 2004. Our Company has never issued stock appreciation rights. Our Company
grants options that generally vest immediately at an exercise price equal to the
fair market value of a share of common stock as  determined by its closing price
on the OTC Bulletin  Board.  The term of each option granted ranges from five to
ten years from the date of grant.  Options may terminate before their expiration
dates  if the  optionee's  status  as an  employee  is  terminated  or upon  the
optionee's death or disability.

<TABLE>
<CAPTION>
==================================================================================================
Name                   Number of  Securities    % of Total          Exercise    Expiration Date
                       Underlying   Options/    Options/ SARs       Price
                       SARs Granted (#)         Granted to          ($/Share)
                                                Employees in
                                                Fiscal Year
==================================================================================================
<S>                          <C>                    <C>             <C>         <C>
Robert Appleby               3,000,000                 100 %           $ 0.25       Note 1
--------------------------------------------------------------------------------------------------
James Burns                  3,000,000                 100 %           $ 0.25       Note 2
--------------------------------------------------------------------------------------------------
Arthur Bergeron                  0                       0                0          N/A
--------------------------------------------------------------------------------------------------
Steve Zavagli                 500,000                  100 %           $ 2.05   Dec. 16, 2014
--------------------------------------------------------------------------------------------------
Gordon Davis                 1,000,000                 100 %           $ 0.25   May 31, 2014
--------------------------------------------------------------------------------------------------
Barbara Longchamp            1,000,000                 100 %           $ 0.25   May 31, 2014
--------------------------------------------------------------------------------------------------
Dennis Smithyman             1,000,000                 100 %           $ 0.67   Oct. 31, 2014
--------------------------------------------------------------------------------------------------
Robert D. Jenkins            1,000,000                 100 %           $ 1.45   Nov. 14, 2014
--------------------------------------------------------------------------------------------------
James Collins                1,000,000                 100 %           $ 1.45   Nov. 14, 2014
--------------------------------------------------------------------------------------------------
Esther Dong                   400,000                  100 %           $ 1.75   Nov. 22, 2014
==================================================================================================
</TABLE>

         Note 1: 1,000,000 expire on April 14, 2014; 1,000,000 expire on May 10,
2014 and 1,000,000 expire on August 25, 2014.

         Note 2: 1,000,000 expire on April 14, 2014; 1,000,000 expire on May 10,
2014, and 1,000,000 expire on August 25, 2014.

         On April 5, 2004 the Company  entered  into an  Employee  Non-Statutory
Stock Option  Agreement  with Robert Appleby for him to purchase up to 1,000,000
shares of the  Company's  common stock at an exercise  price of $0.25 per shares
subject to certain vesting provisions (Exhibit 10.1).

         On April 5, 2004 the Company  entered  into an  Employee  Non-Statutory
Stock  Option  Agreement  with James Burns for him to  purchase up to  1,000,000
shares of the  Company's  common stock at an exercise  price of $0.25 per shares
per shares subject to certain vesting provisions (Exhibit 10.2).

         On May 11, 2004 the Company entered into a  Non-qualified  Stock Option
Grant  Agreement with Robert Appleby for him to purchase up to 1,000,000  shares
of the Company's  common stock at an exercise price of $0.25 per share.  Vesting
of all shares is immediate (Exhibit 10.3)

         On May 11, 2004 the Company entered into a  Non-qualified  Stock Option
Grant  Agreement with James Burns for him to purchase up to 1,000,000  shares of
the Company's  common stock at an exercise price of $0.25 per share.  Vesting of
all shares is immediate (Exhibit 10.4).

         On May 31, 2004 the  Company  entered  into an  Employee  Non-Statutory
Stock  Option  Agreement  with  Barbara  Longchamp  for  her to  purchase  up to
1,000,000 shares of the Company's common stock at an exercise price of $0.25 per
shares subject to certain vesting provisions (Exhibit 10.5).


                                       23
<PAGE>

         On May 31, 2004 the  Company  entered  into an  Employee  Non-Statutory
Stock  Option  Agreement  with Gordon  Davis for him to purchase up to 1,000,000
shares of the  Company's  common stock at an exercise  price of $0.25 per shares
subject to certain vesting provisions (Exhibit 10.6).

         On August 25, 2004 the Company  entered into an Employee  Non-Statutory
Stock Option  Agreement  with Robert Appleby for him to purchase up to 1,000,000
shares of the Company's  common stock at an exercise  price of $0.25 per shares.
Vesting of all shares is immediate (Exhibit 10.7).

         On August 25, 2004 the Company  entered into an Employee  Non-Statutory
Stock  Option  Agreement  with James Burns for him to  purchase up to  1,000,000
shares of the Company's  common stock at an exercise  price of $0.25 per shares.
Vesting of all shares is immediate (Exhibit 10.8).

         On November 1, 2004 the Company entered into an Employee  Non-Statutory
Stock Option Agreement with Dennis Smithyman for him to purchase up to 1,000,000
shares of the  Company's  common stock at an exercise  price of $0.67 per shares
subject to certain vesting provisions.

         On November 15, 2004 the Company entered into an Employee Non-Statutory
Stock Option  Agreement  with James  Collins for him to purchase up to 1,000,000
shares of the  Company's  common stock at an exercise  price of $1.45 per shares
subject to certain vesting provisions.

         On November 15, 2004 the Company entered into an Employee Non-Statutory
Stock  Option  Agreement  with  Robert  D.  Jenkins  for him to  purchase  up to
1,000,000 shares of the Company's common stock at an exercise price of $1.45 per
shares subject to certain vesting provisions.

         On November 23, 2004 the Company entered into an Employee Non-Statutory
Stock Option Agreement with Esther Dong for her to purchase up to 400,000 shares
of the Company's  common stock at an exercise  price of $1.75 per shares subject
to certain vesting provisions.

         On December 17, 2004 the Company entered into an Employee Non-Statutory
Stock  Option  Agreement  with Steve  Zavagli  for him to purchase up to 500,000
shares of the  Company's  common stock at an exercise  price of $2.05 per shares
subject to certain vesting provisions.



                                       24
<PAGE>

         The following table sets forth for each Named Executive Officer certain
information  concerning  the number of shares  subject to both  exercisable  and
unexercisable   stock   options  as  of  December  31,  2004.   The  values  for
"in-the-money"  options are calculated by determining the difference between the
fair market value of the  securities  underlying  the options as of December 31,
2004 and the exercise  price of the  individual's  options.  No Named  Executive
Officer exercised options during fiscal 2004.

AGGREGATED  OPTION/SAR  EXERCISES  IN LAST  FISCAL  YEAR AND  FY-END  OPTION/SAR
VALUES-NA

<TABLE>
<CAPTION>
==========================================================================================================================
Name                    Shares          Aggregate     Number of Securities Underlying    Value       of       Unexercised
                        Acquired    on  Value         Unexercised Options/SARs at        In-the-Money   Options/SARs   at
                        Exercise (#)    Realized ($)  FY-End (#)                         FY-end ($)
                                                      Exercisable / Unexercisable        Exercisable / Unexercisable
--------------------------------------------------------------------------------------------------------------------------
                                                      Exercisable     Unexercisable      Exercisable       Unexercisable
--------------------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>              <C>               <C>              <C>              <C>
 Robert P. Appleby      --              --               2,333,333         666,667          $ 6,066,666      $ 1,733,334

 James Burns            --              --               2,277,778         722,222          $ 5,922,223      $ 1,877,777

 Barbara Longchamp      --              --                333,333          666,667           $ 866,666       $ 1,733,334

 Dennis Smithyman       --              --                333,333          666,667           $ 866,666       $ 1,733,334

 James Collins          --              --                333,333          666,667           $ 866,666       $ 1,733,334

 Robert D. Jenkins      --              --                  -0-           1,000,000            $ -0-         $ 2,600,000

 Arthur Bergeron        --              --               2,000,000           -0-            $ 5,200,000         $ -0-

 Steve Zavagli          --              --                166,667          333,333           $ 433,334        $ 866,668

 Gordon Davis           --              --                333,333          666,667           $ 866,666       $ 1,733,334
==========================================================================================================================
</TABLE>

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE IN  CONTROL
ARRANGEMENTS

         In December 2003, the Company hired Robert P. Appleby as Vice-President
of Sales and Marketing.  In February  2004, the Company  promoted Mr. Appleby to
President  and  Chief  Executive  Officer.  On April 4,  2004  Mr.  Appleby  was
appointed a Director of the Company.  In January 2005 the Company entered into a
three year employment agreement with Mr. Appleby to serve as the Company's Chief
Executive Officer. Under the terms of this agreement Mr. Appleby will (a) earn a
base salary of $25,000 per month,  modified  annually,  and increased to $27,083
per month after certain  Company  growth  objectives  are met, and (b) receive a
bonus  determined  by  five  percent  (5%)  of the  Company's  annual  operating
earnings,  and  (c) be  eligible  to  participate  in the  Company's  Management
Incentive  Program,  and (d) was granted in August 2004, a  non-qualified  stock
option to purchase up to 1,000,000  shares of the  Company's  common stock at an
exercise price of $0.25 per share,  subject to certain vesting  provisions,  and
(e) and other benefits (Exhibit 10.9).



                                       25
<PAGE>

         In February  2004,  the Company hired James Burns as Vice  President of
Sales and Marketing. On April 4, 2004, Mr. Burns was appointed a Director of the
Company.  In January  2005 the  Company  entered  into a three  year  employment
agreement  with Mr. Burns to serve as the  Company's  Chief  Operating  Officer.
Under the  terms of this  agreement  Mr.  Burns  will (a) earn a base  salary of
$25,000 per month,  modified annually,  and increased to $27,083 per month after
certain Company growth objectives are met, and (b) receive a bonus determined by
five  percent  (5%)  of the  Company's  annual  operating  earnings,  and (c) be
eligible to participate in the Company's  Management  Incentive Program, and (d)
was  granted in August  2004,  a  non-qualified  stock  option to purchase up to
1,000,000 shares of the Company's common stock at an exercise price of $0.25 per
share,  subject  to  certain  vesting  provisions,  and (e) and  other  benefits
(Exhibit 10.10).

         In November  2004,  the Company  entered  into a three year  employment
agreement  with Dennis  Smithyman  to (a)  employee  Mr.  Smithyman  as its Vice
President of Food Technology and (b) pay Mr.  Smithyman a base salary of $10,000
per month,  modified  annually  and  increased  to $12,500  per month  after the
Company  achieves a certain level of annual sales,  and (c) permit Mr. Smithyman
to be eligible to participate in the Company's Management Incentive Program, and
(d) grant a non-qualified stock option to purchase up to 1,000,000 shares of the
Company's  common  stock at an  exercise  price of $0.67 per  share,  subject to
certain vesting provisions, and (e) and other benefits (Exhibit 10.11).

         In November  2004,  the Company  entered  into a three year  employment
agreement  with James  Collins to (a) employ Mr.  Collins as its Vice  President
Supply  Chain  and (b) pay Mr.  Collins  a base  salary of  $12,500  per  month,
modified  annually and increased to $16,667 per month after the Company achieves
a certain  level of annual  sales,  and (c) permit Mr.  Collin to be eligible to
participate  in the  Company's  Management  Incentive  Program,  and (d) grant a
non-qualified  stock option to purchase up to 1,000,000  shares of the Company's
common stock at an exercise price of $1.45 per share, subject to certain vesting
provisions, and (e) and other benefits Exhibit 10.12).

         In November  2004,  the Company  entered  into a three year  employment
agreement  with Robert D. Jenkins to (a) provide  financial  and  administrative
consultant services to the Company for the period November 15-December 31, 2004,
inclusive,  after which,  Mr. Jenkins would become the Company's Chief Financial
Officer. Under the terms of this agreement Mr. Jenkins was (a) paid $18,750 as a
consultant in the form of a sign on bonus, and (b) earn a base salary of $12,500
per month,  modified  annually  and  increased  to $16,667  per month  after the
Company  achieves a certain  level of annual  sales,  and (c) to be  eligible to
participate in the Company's Management Incentive Program, and (d) was granted a
non-qualified  stock option to purchase up to 1,000,000  shares of the Company's
common stock at an exercise price of $1.45 per share, subject to certain vesting
provisions, and (e) and other benefits (Exhibit 10.13).

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

         Directors  and  executive   officers  receive,   on  an  annual  basis,
non-qualified stock options to purchase shares of our common stock as awarded by
our Board of Directors in consultation with the compensation committee.

         Our Board of Directors may award special  remuneration  to any director
undertaking  any special  services on our behalf other than services  ordinarily
required of a director.  Other than James  Burns,  no director  received  and/or
accrued any  compensation  for his services as a director,  including  committee
participation and/or special assignments.

         There  are no  arrangements  or  plans in  which  we  provide  pension,
retirement or similar benefits for directors or executive officers.



                                       26
<PAGE>

         To  date,  we  have  granted  to  directors,  officers,  employees  and
consultants  non-qualified  stock options to purchase shares of our common stock
subject to and in accordance with the prevailing  policies of the stock exchange
on  which  our  shares  were  then  listed.  Options  are  granted  based on the
assessment  by our  Board of  Directors  and/or  compensation  committee  of the
optionee's past and present  contribution  to the success of our company.  These
options are not transferable and are exercisable from the date granted until the
earliest  of (i) such  number  of years (up to ten  years)  from the date of the
grant,  or (ii) such number of days  following  the death of the  optionee as is
specified in each optionee's option agreement.

         Other than the management  agreements,  the advisory agreements and the
non-qualified  stock options  discussed  herein,  we presently  have no material
bonus or profit sharing plans pursuant to which cash or non-cash compensation is
or may be paid to our directors or executive officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         The authorized  capital of our Company consists of:  300,000,000 Common
Shares-Par Value $0.001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

         The  following  table  sets  forth,  as  of  March  31,  2005,  certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner                    Amount and Nature of                  Percentage
                                                        Beneficial Ownership                  of Class(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                <C>
London Family Trust                                          5,380,000                           8.80%
--------------------------------------------------------------------------------------------------------------------
Fred Knoll                                                   6,866,000                          11.23%
--------------------------------------------------------------------------------------------------------------------
Robert Appleby                                               2,333,333                           3.68%
--------------------------------------------------------------------------------------------------------------------
James Burns                                                  2,277,778                           3.59%
--------------------------------------------------------------------------------------------------------------------
Robert D. Jenkins                                                -0-                                0%
--------------------------------------------------------------------------------------------------------------------
Steve Zavagli                                                  166,667                           0.27%
--------------------------------------------------------------------------------------------------------------------
Gordon Davis                                                   333,333                           0.54%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

* Represents less than 1% of our Company's outstanding stock

(1) Based on  61,157,162  shares of common  stock issued and  outstanding  as of
March 31, 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.



                                       27
<PAGE>

Changes in Control

         We are unaware of any contract or other  arrangement  the  operation of
which may at a  subsequent  date result in a change of control of Tasker,  other
than  the  conversion  of our  outstanding  convertible  debentures  in  certain
circumstances and employment agreements and employment letters.

Equity Compensation Plan Information

            The following table provides certain information with respect to all
of our Company's equity compensation plans in effect as of December 31, 2004

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Plan Category             Number of securities to be        Weighted average          Number of securities
                          issued upon exercise of           exercise price of         remaining available
                          outstanding options, warrants     outstanding options,      for future issuance
                          and rights                        warrants and rights
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                               <C>                       <C>
Equity compensation             --                                --                        --
plans approved by
stockholders
--------------------------------------------------------------------------------------------------------------------
Equity compensation             --                                --                        --
plans not approved by
stockholders (1)
--------------------------------------------------------------------------------------------------------------------
Total                           --                                --                        --
--------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Other  than  as  listed  below,  we  have  not  been  a  party  to  any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to our knowledge,  any of our directors,
officers,  five  percent  beneficial  security  holders,  or any  member  of the
immediate  family  of the  foregoing  persons  has had or will  have a direct or
indirect material interest.

         The promoters of our Company are our directors and officers.

ITEM 13. EXHIBITS

(a) The following documents are filed as part of this report:

(b) Exhibits. See "Exhibit Index".

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Audit Fees. The aggregate fees billed by our auditors, for professional
services rendered for the audit of the Company's annual financial statements for
the years ended December 31, 2004 and 2003, and for the reviews of the financial
statements  included in the  Company's  Quarterly  Reports on Form 10-QSB during
those fiscal years were approximately $93,215 and $12,000 respectively.



                                       28
<PAGE>

         Tax Fees. The Company  incurred fees to auditors of $ -0- and $ -0- for
tax compliance  matters during the fiscal years ended December 31 2004 and 2003,
respectively.

         All Other Fees.  The aggregate  fees billed by our auditors,  for other
non-audit professional services, other than those services listed above, totaled
$ -0- and $ -0-.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         The Company  currently does not have a designated Audit Committee,  and
accordingly,  the Company's  Board of Directors'  policy is to  pre-approve  all
audit and permissible  non-audit services provided by the independent  auditors.
These services may include audit services,  audit-related services, tax services
and other services.  Pre-approval  is generally  provided for up to one year and
any  pre-approval  is  detailed  as to the  particular  service or  category  of
services and is generally subject to a specific budget. The independent auditors
and management  are required to  periodically  report to the Company's  Board of
Directors regarding the extent of services provided by the independent  auditors
in accordance with this pre-approval, and the fees for the services performed to
date.  The Board of  Directors  may also  pre-approve  particular  services on a
case-by-case basis.


                                       29
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             TASKER CAPITAL CORP.

                                             By: /s/ Robert Appleby
                                                 ----------------------
                                                 Robert Appleby
                                                 President, Chief Executive
                                                 Officer and Director

Date: April 15, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the registrant,  and in the capacities and on the
dates indicated.

By: /s/ Robert Appleby
    ---------------------------------------------
    Robert Appleby, President, Chief
    Executive Officer (Principal Executive Officer)
    and Director

By: /s/ Robert D. Jenkins
    ---------------------------------------------
    Robert D. Jenkins, Chief Financial
    Officer (Principal Executive Officer)

By: /s/ Robert D. Jenkins
    ---------------------------------------------
    Robert D. Jenkins
    (Principal Accounting Officer)

By: /s/ James Burns
    ---------------------------------------------
    James Burns, Chief Operating
    Officer and Executive Vice President
    and Director

By: /s/ Gordon Davis
    ---------------------------------------------
    Gordon Davis, Director

By: /s/ Steven Zavagli
    ---------------------------------------------
    Steven Zavagli, Director



                                       30
<PAGE>


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Tasker Capital Corp.

We have audited the  accompanying  consolidated  balance sheet of Tasker Capital
Corp. and Subsidiary (a development  stage company) as of December 31, 2004, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for the year then ended. 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Tasker Capital Corp.
and  Subsidiary (a  development  stage company) as of December 31, 2004, and the
results of their  operations  and their cash flows for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

                                             /s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
March 31, 2005



                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of
Tasker Capital Corp.
(A Development Stage Company)

We have audited the  accompanying  consolidated  balance sheet of Tasker Capital
Corp.  (a  development  stage  company) as at December  31, 2003 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the year then  ended,  and for the  period  from  inception,  May 13,  1996,  to
December  31,   2003.   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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain  reasonable  assurance  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 financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2003
and the results of its operations and its cash flows for the year ended December
31, 2003 and for the period from inception,  May 13, 1996, to December 31, 2003,
in conformity with United States generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses and
net  cash  outflows  from  operations  since  inception.   These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these  matters  are also  discussed  in Note 1.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

                                                          /s/ Morgan and Company

Vancouver, Canada
March 24, 2004


                                      F-2
<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARY
                         (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                               December 31, 2004

<TABLE>
<S>                                                                    <C>
ASSETS
Current assets:
      Cash and cash equivalents                                        $ 14,225,305
      Notes receivable                                                      575,961
      Inventories                                                            99,798
      Prepaid expenses                                                      442,332
      Prepaid commissions                                                   125,000
      Prepaid royalties                                                   1,000,000
                                                                       ------------
      Total current assets                                               16,468,396

Property and equipment, net                                                 101,377
Deposit, net                                                                 17,232
License, net                                                                179,862
                                                                       ------------
                                                                       $ 16,766,867
                                                                       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Convertible debentures                                           $    436,980
      Accounts payable                                                      148,651
      Accrued royalties                                                     930,000
      Other accrued liabilities                                             548,946
                                                                       ------------

      Total current liabilities                                           2,064,577
                                                                       ------------

Notes payable - shareholders                                                458,652
                                                                       ------------

Stockholders' equity:
      Common stock, $0.001 par value; authorized 300,000,000 shares;
      issued and outstanding 48,863,740                                      48,864
      Additional paid-in capital                                          8,115,298
      Common stock subscribed                                            13,876,745
      Deficit accumulated during the development stage                   (7,797,269)
                                                                       ------------

      Total stockholders' equity                                         14,243,638
                                                                       ------------

                                                                       $ 16,766,867
                                                                       ============
</TABLE>


                                      F-3
<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARY
                         (A Development Stage Company)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,       INCEPTION
                                               ----------------------------   May 13, 1996 TO
                                                   2004            2003      December 31, 2004
                                               ------------    ------------  -----------------
<S>                                            <C>             <C>             <C>
Revenues                                       $       --      $       --      $       --
                                               ------------    ------------    ------------

Expenses

    Management expenses                             836,895         106,261       1,090,558
    Office related costs                             79,239          44,527         179,891
    Professional and Consulting fees              1,503,043          86,644       1,769,722
    Stock Based Compensation                        373,000                         931,935
    Product Development expenses                    199,665                         199,665
    Marketing costs                                 245,992          73,839         329,550
    Filing and Stock transfer fees                   67,680         175,807         266,208
    Depreciation and Amortization                    28,848          13,638          42,486
    Miscellaneous expenses                           33,133                         160,141
                                               ------------    ------------    ------------

Total Expenses                                    3,367,495         500,716       4,970,155
                                               ------------    ------------    ------------

Loss From Operations                             (3,367,495)       (500,716)     (4,970,155)
                                               ------------    ------------    ------------

    Other Income (Expenses):
      Interest expense                           (2,729,890)       (113,252)     (2,865,491)
      Other                                          25,770           6,888          38,377
                                               ------------    ------------    ------------

Total Other Expense, net                         (2,704,120)       (106,364)     (2,827,114)
                                               ------------    ------------    ------------


Net Loss                                       $ (6,071,615)   $   (607,080)   $ (7,797,269)
                                               ============    ============    ============


Net Loss Per Common Share, basic and diluted   $      (0.26)   $      (0.05)   $      (0.65)
                                               ============    ============    ============


Weighted Average Common Shares Outstanding,
basic and dilute                                 23,597,000      13,003,000      12,053,000
                                               ============    ============    ============
</TABLE>



                                      F-4
<PAGE>

                      TASKER CAPITAL CORP. AND SUBSIDIARY
                         (A Development Stage Company)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,      INCEPTION
                                                              ----------------------------   May 13, 1996 TO
                                                                  2004           2003       December 31, 2004
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
Cash flows from operating activities:
     Net loss                                                 $ (6,071,615)   $   (607,080)   $ (7,797,269)
     Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                  28,848          13,638          42,486
     Noncash interest                                            2,661,210          78,636       2,747,195
     Stock based compensation                                      373,000                         931,935
     Common stock, warrants and options for services               685,514                         685,514
     Changes in operating assets and liabilities:
         Inventories                                               (99,798)                        (99,798)
         Prepaid expenses                                         (382,191)        (60,140)       (442,332)
         Prepaid commissions                                      (125,000)                       (125,000)
         Prepaid royalties                                          65,000          (5,000)
         Accounts payable                                           62,755          54,223         272,073
         Accrued royalties                                         (70,000)                        (70,000)
         Other accrued liabilities                                 548,945                         548,946
         Due to related parties                                    (55,000)         55,000
                                                              ------------    ------------    ------------

     Net cash used in operating activities                      (2,378,332)       (470,723)     (3,306,250)
                                                              ------------    ------------    ------------

Cash flows from investing activities:
     Purchases of property and equipment                          (112,074)         (2,819)       (114,893)
     Advances to pHarlo pursuant to notes                         (400,000)       (127,265)       (592,265)
     Purchase of license                                                                          (160,000)
     Payments for deposits and other                               (18,220)         (2,750)        (23,720)
                                                              ------------    ------------    ------------

     Net cash used in investing activities                        (530,294)       (132,834)       (890,878)
                                                              ------------    ------------    ------------

Cash flows from financing activities:
     Proceeds from private placements, net                      13,867,370         545,215      14,615,337
     Proceeds from convertible debentures, net                   2,065,532                       2,065,532
     Proceeds from other notes payable                                                             524,850
     Exercise of warrants                                        1,167,550                       1,167,550
     Other                                                                                          49,164
                                                              ------------    ------------    ------------

     Net cash provided by financing activities                  17,100,452         545,215      18,422,433
                                                              ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents            14,191,826         (58,342)     14,225,305

Cash and cash equivalents, beginning of period                      33,479          91,821
                                                              ------------    ------------    ------------

Cash and cash equivalents, end of period                      $ 14,225,305    $     33,479    $ 14,225,305
                                                              ============    ============    ============

Supplemental disclosures of cash flow information:
     Interest paid                                            $     27,242    $       --      $       --
                                                              ============    ============    ============

Supplemental disclosures of noncash investing and
financing activities:
     Conversion of debt and accrued interest
     into common stock                                        $  2,016,367    $    172,586    $  2,188,953
                                                              ============    ============    ============

     Warrants issued and embedded conversion feature
     associated with debt financing                           $  2,184,600    $       --      $  2,184,600
                                                              ============    ============    ============

     Warrants issued for license                              $       --      $       --      $     42,344
                                                              ============    ============    ============
</TABLE>


                                      F-5
<PAGE>
                      TASKER CAPITAL CORP. AND SUBSIDIARY
                         (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>


                                                  COMMON STOCK
                                        ----------------------------------
                                                                                                         DEFICIT
                                                                            ACCUMULATED                ACCUMULATED
                                         NUMBER                 ADDITIONAL  OTHER COMP-    COMMON      DURING THE
                                           OF                    PAID-IN    REHENSIVE       STOCK       DEVELOPMENT
                                         SHARES      AMOUNT      CAPITAL   INCOME (loss) SUBSCRIBED        STAGE           TOTAL
                                       ----------   --------   ----------- ------------ ------------   ------------    ------------
<S>                                    <C>          <C>        <C>           <C>        <C>            <C>             <C>
Issuance of common stock                       10   $   --     $         1   $ --       $       --     $       --      $          1
Net loss                                                                                                    (14,237)        (14,237)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 1996                     10                        1                                  (14,237)        (14,236)

Issuance of common stock               17,500,000     17,500       168,407                                                  185,907
Translation adjustment                                                         (743)                                           (743)
Net loss                                                                                                   (143,437)       (143,437)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 1997             17,500,010     17,500       168,408     (743)                       (157,674)         27,491

Cancellation of common stock           (7,500,000)    (7,500)        7,500                                                     --
Translation adjustment                                                         (579)                                           (579)
Net loss                                                                                                    (45,387)        (45,387)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 1998             10,000,010     10,000       175,908   (1,322)                       (203,061)        (18,475)

Issuance of common stock                1,000,000      1,000        15,844                                                   16,844
Reverse merger transaction                262,000        262          (262)                                    (295)           (295)
Translation adjustment                                                       (1,116)                                         (1,116)
Net loss                                                                                                    (34,518)        (34,518)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 1999             11,262,010     11,262       191,490   (2,438)                       (237,874)        (37,560)

Translation adjustment                                                        2,230                                           2,230
Net loss                                                                                                    (60,388)        (60,388)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 2000             11,262,010     11,262       191,490     (208)                       (298,262)        (95,718)

Translation adjustment                                                        7,236                                           7,236
Net loss                                                                                                    (59,060)        (59,060)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 2001             11,262,010     11,262       191,490    7,028                        (357,322)       (147,542)

Issuance of common stock                  524,850        525       210,193                                                  210,718
Warrants issued for license                                         42,344                                                   42,344
Warrants issued for services                                       558,935                                                  558,935
Warrants issued                                                     13,956                                                   13,956
Translation adjustment                                                       (7,028)                                         (7,028)
Net loss                                                                                                   (761,252)       (761,252)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 2002             11,786,860     11,787     1,016,918                               (1,118,574)        (89,869)

Issuance of common stock                  660,000        660       164,340                                                  165,000
Issuance of common stock                1,408,940      1,409       350,826                                                  352,235
Shares issued for debt                    655,000        655       171,931                                                  172,586
Share subscriptions                                                                           27,980                         27,980
Net loss                                                                                                   (607,080)       (607,080)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 2003             14,510,800     14,511     1,704,015                    27,980     (1,725,654)         20,852

Private placement, net of costs                                                           13,867,370                     13,867,370
Warrants and embedded conversion
option associated with debentures                               2,184,600                                                2,184,600
Debentures and accrued interest
  converted to common stock            18,161,937     18,162     1,998,205                                                2,016,367
Exercise of warrants                   14,491,003     14,491     1,153,059                                                1,167,550
Stock based compensation                                           373,000                                                  373,000
Common stock, warrants and options
  issued for services                   1,700,000      1,700       702,419                   (18,605)                       685,514
Net loss                                                                                                 (6,071,615)     (6,071,615)
                                       ----------   --------   -----------   ------     ------------   ------------    ------------

Balance, December 31, 2004             48,863,740   $ 48,864   $ 8,115,298   $ --       $ 13,876,745   $ (7,797,269)   $ 14,243,638
                                       ==========   ========   ===========   ======     ============   ============    ============
</TABLE>




                                      F-6
<PAGE>

                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    NATURE OF OPERATIONS

Tasker Capital Corp.  ("Tasker") and Subsidiary ("the Company") has entered into
an exclusive license agreement with a privately-held development company, pHarlo
Citrus  Technologies,  Inc.  ("pHarlo"),  to manufacture,  distribute and market
products  using a licensed and patented  process that  utilizes a solution  that
enables  copper  sulfate,  widely known for its  bacteriostatic  properties,  to
remain  active  throughout a wide range of pH values.  The Company is continuing
its clinical  research and development of future products in the oral care, food
processing, skin care and pet products industries.

Presently the Company  markets  CloseCall(TM),  an  anti-microbial  oral hygiene
breath drink. The Company is in the development  stage;  therefore,  recovery of
its  assets  is  dependent  upon  future   events,   the  outcome  of  which  is
indeterminable. In December 2004, the Company received additional financing (see
Note 3). The Company began  shipping  CloseCall(TM)  in February 2005 to the New
England market.

2.    SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

In March 1999,  Tasker,  organized as a Nevada corporation in February 1999, and
Tanuta Ventures Corp.,  ("Tanuta"),  incorporated under the laws of the Province
of British Columbia, Canada in May 1996, entered into a share exchange agreement
whereby  Tasker  agreed to purchase  all of the  11,000,010  outstanding  common
shares of Tanuta in exchange for 11,000,010  common shares of Tasker.  Since the
former  shareholders  of Tanuta  controlled  Tasker after the  transaction,  the
merger was  accounted for as reverse  acquisition  under which,  for  accounting
purposes,  Tanuta was deemed the accounting acquirer and Tasker was deemed to be
the acquired entity. Under these accounting principles,  the post-merger company
financial statements  represented Tanuta on a historical basis consolidated with
the results of  operations of Tasker from the March 1999  effective  date of the
merger.

Principles of consolidation:

The consolidated  financial  statements  include the accounts of Tanuta from May
13, 1996 (date of Tanuta's  inception)  to December 31, 2004.  The  consolidated
financial  statements  also  include the  accounts of Tasker from March 31, 1999
(the effective date of the reverse merger) to December 31, 2004. All significant
intercompany balances and transactions have been eliminated in consolidation.

Development Stage Company:

The  Company is a  development  stage  company as defined in the  Statements  of
Financial   Accounting  Standards  ("SFAS")  No.  7.  The  Company  is  devoting
substantially  all of its present  efforts to  establish a new business and with
the  exceptions  of its brand  Close  Call(TM),  none of its  planned  principal
operations have commenced as of December 31, 2004. All losses  accumulated since
inception  have  been  considered  as part of the  Company's  development  stage
activities.



                                      F-7
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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  as well as the  reported  amounts  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Fair Value of Financial instruments:

The fair values of the Company's asset and liabilities that qualify as financial
instruments  under SFAS No.  107,  "Disclosures  about  Fair Value of  Financial
Instruments",  approximate  their carrying amounts presented in the accompanying
consolidated balance sheet at December 31, 2004.

Cash and cash equivalents:

The Company considers all highly liquid investments with an original maturity of
three  months or less to be cash  equivalents.  The Company  maintains  its cash
primarily in one financial  institution which, at times, exceeds Federal Deposit
Insurance  Corporation ("FDIC") insured limits. The Company has not incurred any
losses in such accounts and believes it is not exposed to any significant credit
risk on cash.

Inventories:

Inventories, consisting primarily of packaging supplies, are stated at the lower
of cost or market.  Cost is  determined  using the  first-in,  first-out  (FIFO)
method.

Property and Equipment:

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

At December 31, 2004,  property and  equipment  consisted of vehicles and office
equipment   aggregating   approximately   $73,000  and  $39,000,   respectively.
Accumulated  depreciation  at  December  31, 2004 was  approximately  $11,000 in
aggregate.

Income Taxes:

The Company  complies  with SFAS No. 109  "Accounting  for Income  Taxes".  This
standard  requires  the use of an asset and  liability  approach  for  financial
accounting  and  reporting  on income  taxes.  Deferred  income  tax  assets and
liabilities are computed for differences between the financial statement and tax
bases of assets and liabilities that will result in future taxable or deductible
amounts,  based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. If it is more likely than
not that some  portion or all of a deferred  tax asset will not be  realized,  a
valuation allowance is recognized.



                                      F-8
<PAGE>

                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Stock Based Compensation:

As allowed by SFAS No. 123. "Accounting for Stock-Based  Compensation"  (amended
by SFAS No. 148),  the Company has elected to measure  stock-based  compensation
expense using the  intrinsic  value method  prescribed by Accounting  Principals
Board  ("APB") No. 25 and provide  disclosure-only  provisions  of SFAS No. 123.
Accordingly,  compensation  expense for stock options is measured as the excess,
if any, of the quoted market price of the Company's  common stock at the date of
the grant over the  exercise  price an employee or director  must pay to acquire
stock.  If the Company had  determined  compensation  expense  based on the fair
value using the Black-Scholes option pricing model at the grant dates consistent
with SFAS Nos. 123 and 148, the pro forma effect on the  Company's  net loss and
net loss per common  share  would have been the  following  for the years  ended
December 31, 2004 and 2003 and the period of inception, May 13, 1996 to December
31, 2004:


<TABLE>
<CAPTION>
                                                                                  Since
                                                   2004            2003          Inception
                                                ------------    ------------    -----------
<S>                                             <C>             <C>             <C>
Net loss, as                                    $ (6,071,615)   $   (607,080)   $(7,797,269)
reported

Add: Stock based compensation included in net
loss, as reported                                    373,000                        931,935

 Less: Stock based compensation expense

determined under the fair value                   (2,670,799)       (115,702)    (2,901,750)
method                                          ------------    ------------    -----------

Net loss,                                       $ (8,369,414)   $   (722,782)   $(9,767,084)
pro-forma                                       ============    ============    ===========


Basic and diluted loss per share, as reported   $      (0.26)   $      (0.05)   $     (0.65)
                                                ============    ============    ===========

 Basic and diluted loss per share,              $      (0.35)   $      (0.06)   $     (0.81)
pro-forma                                       ============    ============    ===========
</TABLE>


The following  assumptions were applied in determining stock based  compensation
expense under the fair value method:

                                        2004                     2003
                                 --------------------    ---------------------

Risk-free interest rate             2.10 - 3.18%                3.25%
Expected option term                2.5 - 3 years           2.5 - 3 years
Expected price volatility               197%                     122%
Dividend yield                           --                       --




                                      F-9
<PAGE>

                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Foreign Currency Translation:

The Company's  functional currency is the U.S. dollar. For the Company's foreign
subsidiary whose function currency is the local foreign currency,  balance sheet
accounts were  translated  at exchange  rates in effect at the end of a year and
statement  of  operations  and cash flow  accounts  were  translated  at average
exchange rates. Resulting translation  adjustments were included in "Accumulated
other Comprehensive income (loss)".

Basic and Diluted Loss Per Common Share:

Basic loss per common share is computed by dividing net loss available to common
stockholders  by the  weighted  average  number  of common  shares  outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the  denominator is increased to include  common stock  equivalents.
The  Company's  common  stock  equivalents   currently  include  stock  options,
convertible  debentures and warrants.  Unexercised stock options and warrants to
purchase  common  stock  and  debentures  convertible  into  common  stock as of
December 31, 2004 and 2003 are as follows:

                              December 31, 2004     December 31, 2003
                              ------------------    ------------------

     Options                         15,650,000              2,400,000
     Warrants                        10,217,847              4,284,850
     Convertible Debentures           6,189,900
                              ------------------    ------------------

                                     32,057,747              6,684,850
                              =================     ==================


The foregoing common stock equivalents were excluded from the calculation of net
loss per common share since their inclusion would be antidilutive.

Impairment of Long-Lived Assets:

The Company  periodically  reviews  long-lived  assets,  including  identifiable
intangibles, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.  Recoverability  of
assets is measured by a comparison of the carrying  amount of an asset to future
undiscounted  net cash flows  expected  to be  generated  by the asset.  If such
assets are  considered  to be  impaired,  the  impairment  to be  recognized  is
measured by the amount by which the  carrying  amount of the assets  exceeds the
fair value of the assets.

Reclassifications:

Certain  prior  period  amounts  have been  reclassified  to conform to the 2004
presentation.

Recent Accounting Pronouncements:

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123(R), "Accounting for Stock-Based Compensation (Revised)." SFAS No. 123(R)
supersedes APB No. 25 and its related implementation  guidance.  SFAS No. 123(R)
establishes  standards for the  accounting for  transactions  in which an entity
exchanges  its  equity  instruments  for goods or  services.  It also  addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity's equity  instruments or
that may be settled by the issuance of those equity instruments. SFAS No. 123(R)



                                      F-10
<PAGE>

                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based payment transactions.  SFAS No. 123(R) requires
a public  entity to measure the cost of employee  services  received in exchange
for an award of equity  instruments  based on the  grant-date  fair value of the
award (with limited  exceptions).  That cost will be recognized  over the period
during  which an employee is  required  to provide  service in exchange  for the
award the requisite service period (usually the vesting period). No compensation
costs are recognized for equity  instruments  for which  employees do not render
the requisite  service.  The grant-date fair value of employee share options and
similar instruments will be estimated using  option-pricing  models adjusted for
the unique characteristics of those instruments (unless observable market prices
for the same or  similar  instruments  are  available).  If an  equity  award is
modified after the grant date, incremental  compensation cost will be recognized
in an amount  equal to the excess of the fair value of the  modified  award over
the fair value of the original award immediately before the modification.

The Company currently utilizes the Black-Scholes option pricing model to measure
the fair value of stock  options  granted  to  employees.  While  SFAS No.  123R
permits  entities to continue to use such a model,  it also permits the use of a
"lattice" model. The Company expects to continue using the Black-Scholes  option
pricing  model upon adoption of SFAS No. 123R to measure the fair value of stock
options.


The adoption of this  statement  will have the effect of reducing net income and
income  per share as  compared  to what  would be  reported  under  the  current
requirements.  These future amounts cannot be precisely  estimated  because they
depend on, among other things,  the number of options issued in the future,  and
accordingly,  the  Company  has not  determined  the impact of  adoption of this
statement on its results of operations.


In November 2004, the FASB issued SFAS No. 151, "Inventory Costs-an amendment of
ARB No. 43,  Chapter 4". SFAS No. 151 has been issued to clarify the  accounting
for abnormal  amounts of idle facility  expense,  freight,  handling costs,  and
wasted  material  (spoilage),  which  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.  Management  of the Company does not believe the
effects  of SFAS  No.  151  will  have a  material  effect  on the  consolidated
financial  statements,  as the Company has not incurred any inventory costs that
meet the definition of "so abnormal."

3.    STOCKHOLDERS' EQUITY:

Reverse merger transaction and prior:

The  consolidated  statements  of  stockholders'  equity have been  presented to
reflect  the  number of shares  received  by the  stockholders  of Tanuta in the
business  combination (see Note 2 - Basis of  Presentation).  The 262,000 shares
issued  in  connection  with  the  reverse  merger  transaction   represent  the
outstanding  shares of Tasker prior to the  effectuation  of the reverse  merger
transaction.



                                      F-11
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  historical   stockholders'  equity  of  Tanuta  (the  accounting  acquirer)
consisted of  approximately  10 common shares (after giving effect to a 10 for 1
stock split) of no par value common stock issued to incorporators.  Prior to the
March 1999 reverse  merger  transaction,  Tanuta issued 11 million common shares
(after  giving  effect  to a 10 for 1 stock  split),  net of  cancellations,  in
private placements that raised approximately $203,000.

Post reverse merger transaction through December 31, 2004:

In November 2002,  the Company  closed a private  equity  financing in which the
Company raised approximately $525,000 from several investors. In connection with
the private placement, the Company issued 524,850 shares of the Company's common
stock and conditional secured promissory notes (see Note 6).  Additionally,  the
Company issued warrants to purchase 524,850 shares of the Company's common stock
at a price of $2.00 per share up to November 2007. The fair value  attributed to
the  common  stock  and  warrants  was   approximately   $211,000  and  $14,000,
respectively.

Also during the year ended December 31, 2002, the Company issued warrants (i) to
purchase  300,000 shares of the Company's common stock for a license and (ii) to
purchase 3,460,000 shares of the Company's common stock for services. The values
ascribed  to  these   warrants   were   approximately   $42,000  and   $559,000,
respectively.

In June 2003, the Company closed a private equity financing in which the Company
raised an aggregate of $165,000  from several  investors in exchange for 660,000
shares of the Company's common stock.

In July 2003, the Company closed a private equity financing in which the Company
raised an aggregate of $352,235 from several investors in exchange for 1,408,940
shares of the Company's common stock.

During the year ended  December 31, 2003,  the Company  issued 655,000 shares of
the  Company's  common  stock in full  satisfaction  of certain  debts  totaling
$172,586.

In December  2004,  the Company  completed  the private  placement  of 9,406,250
shares of its common stock with several  accredited  investors  for an aggregate
purchase price of $15,050,000 or $1.60 per share.  Emerging Growth Equities LTD.
acted as  placement  agent and  received a cash  payment of 6 % and a warrant to
purchase 562,500 shares  exercisable at $2.00 per common share,  exercisable for
three years.  Since the common shares related to this private placement were not
issued until 2005,  the Company has  classified the proceeds of this offering of
approximately  $13.9  million,  net of amounts paid to the  placement  agent and
other  closing costs  aggregating  approximately  $1.1 million,  as common stock
subscribed.

During the year ended December 31, 2004, stockholders' equity was also increased
as a  primary  result of (i) the  allocation  of value to the  approximate  19.5
million warrants and embedded  conversion  features associated with the issuance
of convertible  debentures (see Note 6), (ii) the conversion of approximately $2
million of debentures  into  approximately  18.2 million  shares of common stock
(see  Note 6),  (iii)  the  exercise  of  approximately  14.5  million  warrants
generating  cash  proceeds  of  approximately  $1.2  million,  (iv) stock  based
compensation  of approximately  $373,000  and (vi) the issuance of common stock,
warrants and options for services of approximately $685,000.



                                      F-12
<PAGE>

                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.    LICENSE

The Company has entered into exclusive  license  agreements with pHarlo to sell,
develop,  market and distribute consumer oral hygiene products, food processing,
pet hygiene  products and skin care  products  using  pHarlo's  patented  pHarlo
technology.  Pursuant to the license agreements,  the Company has agreed to make
royalty  payments  based on 1.5% of  product  sales and has issued  warrants  to
purchase up to 300,000 common shares.  Under the terms of the license agreement,
the Company is required to prepay $1,000,000 in royalty  payments.  This license
agreement  was expanded on September 16, 2004 to reflect the addition of minimum
annual  payments  of  $300,000  beginning  in  two  years  (adjusted  annually).
Commencing  July 1,  2003,  an  interest  payment  of 7% per annum on the unpaid
balance of the prepaid royalty balance is due. The term of the agreement extends
to the life of the patent.

Costs to secure the  license  totaling  $202,344  are being  amortized  over the
eighteen  year term of the license on a  straight-line  basis.  At December  31,
2004,  the  carrying  amount of the license is  approximately  $180,000,  net of
approximately $22,000 of accumulated amortization.  Amortization expense for the
years  ended  December  31, 2004 and 2003 and the period of  inception,  May 13,
1996,  to December  31, 2004 was  approximately  $11,000,  $11,000 and  $22,000,
respectively.  Estimated annual amortization  expense for each of the succeeding
five years is approximately $11,000.

On September  20,  2004,  the Company  entered  into an  Exclusive  Field of Use
License  Agreement  with Pharlo Citrus  Technologies  to market and  distributes
products used as post harvesting aids for the poultry industry.  Under the terms
of this  agreement  the  Company  secured  the rights to the  United  States and
Canadian  markets and has agreed to pay a 5.0 % royalty,  beginning in two years
on all  sales,  subject to a minimum  annual  payment  of  $3,750,000  (adjusted
annually). The term of the agreement extends to the life of the patent.

5.    NOTES RECEIVABLE

During 2002, the Company  agreed to loan,  pursuant to a Loan  Agreement,  up to
$200,000, with an interest rate at 7% per annum to finance a production facility
to produce the  licensed  products,  with  principal  and  interest on the notes
evidencing the loan to be repaid in equal monthly  installments  commencing July
1, 2003, with the last payment due October 1, 2012.

During 2004,  pursuant to a series of additional  loan  agreements,  the Company
loaned an additional  $400,000.  The loans bear an interest rate at 7% per annum
(0% for the first six months) and have terms of 1 year.

6.    CONVERTIBLE DEBENTURES AND NOTES PAYABLE

Convertible Debentures:

In April 2004,  the Company  entered into a Securities  Purchase  Agreement with
several  investors  by  which  the  Company  issued  and sold  (i)  $800,000  of
convertible debentures ("the April 2004 Debentures");  (ii) warrants to purchase
8,000,000  shares of common  stock at $0.10  per  share  and (iii)  warrants  to
purchase  8,000,000  shares of common  stock at $0.20 per  share.  The  warrants
expire in five years from the date of issuance.  In September 2004, the exercise



                                      F-13
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


price of all the warrants  issued in connection  with the April 2004  Debentures
was modified to $0.05 per share.  As of December 31, 2004,  11,384,503  of these
warrants  were  exercised.  The  April  2004  Debentures  are  due on the  third
anniversary of the issuance,  bear interest at 7% per annum and are  convertible
into shares of common stock at a price of $0.05 per share,  including  interest,
for an aggregate of at least 16,000,000 common shares.

In July 2004, the Company  entered into another  Securities  Purchase  Agreement
with  several  investors  under which the  Company  issued and sold in a private
placement (i) $1,647,674 of convertible  debentures,  at a discount of $263,074,
for a net amount of $1,384,600 ("the July 2004 Debentures") and (ii) warrants to
purchase  3,461,500  shares of common  stock at a price of $0.20 per  share.  In
September 2004, the exercise price of all the warrants issued in connection with
the July 2004  Debentures  was  modified to $0.05 per share.  As of December 31,
2004,  3,106,500 of these warrants were exercised.  The July 2004 Debentures are
due on the second  anniversary of the issue date and are convertible  into share
of common  stock at a price of $0.20 per share  for an  aggregate  of  8,238,370
common shares.

Included in the other accrued  liabilities at December 31, 2004 is approximately
$70,000 of interest and fees associated with the April and July 2004 Debentures.

The  following   tables   summarize  2004  conversion   activity  and  principal
outstanding  at  December  31,  2004  (all of which  is  classified  in  current
liabilities as a result of the Company being in violation of certain covenants):

<TABLE>
<CAPTION>
                                                      the April 2004  the July 2004
                                                        Debentures      Debentures         total
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
Principal amount                                       $    800,000    $  1,647,674    $  2,447,674
Conversions (excludes Accrued interest of $5,673)          (533,000)     (1,477,694)     (2,010,694)
                                                       ------------    ------------    ------------
Principal outstanding at December 31, 2004             $    267,000    $    169,980    $    436,980
                                                       ============    ============    ============

Common shares resulting from conversion of principal     10,660,000       7,388,470      18,048,470

Common shares resulting from conversion of interest         113,467                         113,467
                                                       ------------    ------------    ------------

                                                         10,773,467       7,388,470      18,161,937
                                                       ============    ============    ============
</TABLE>

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



                                      F-14
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


As a result of the Company's  allocations above, the entire principal amounts of
the  Convertible   Debentures  have  allocated  to  the  warrants  and  embedded
conversion  options.  This amount was to be amortized as  additional  (non cash)
interest  expense with a corresponding  increase to the  Convertible  Debentures
over the live of the respective notes using the effective  interest method until
such notes are repaid or  converted  to common  stock.  However,  as a result of
being in  violation  of certain  covenants of the  Convertible  Debentures,  the
entire amount was amortized during the year ended December 31, 2004.

Note Payable:

During the year  ended  December  31,  2002,  the  Company  completed  a private
placement  offering for cash proceeds of $524,850.  The Company  issued  524,850
shares of common  stock,  issued  share  purchase  warrants to purchase  524,850
shares of common  stock at a price of $2.00 per share up to November  26,  2007,
and issued 5% promissory notes, with a face value of $524,325,  to the investors
repayable with accrued interest no later than November 26, 2007.

Notes payable, with interest at 5%, fair value   $ 524,325
Less:  Discount to record note at fair value      (224,149)
                                                 ---------

                                                   300,176
Amortization of discount to December 31, 2004      158,476
                                                 ---------

                                                 $ 458,652
                                                 =========

The fair  value  attributed  to the  notes is based  upon the fair  value of the
underlying financial instruments.

The discount  resulting from recording the notes at fair value will be amortized
on the  interest  rate  method  over a term  of five  years,  subject  to  early
repayment of principal from the net proceeds of the television commercial.

The principal  balance of the  promissory  note was originally to be repaid from
50% of the net revenues of the  Company's  television  commercial  commencing 30
days after the initial airing of the  commercial,  and extending for a six month
period from that date. The  television  commercial was completed in 2003. No net
revenue was generated from the commercial and no principal payments were made.



                                      F-15
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.   INCOME TAXES

A reconciliation  of income tax expense to the benefit computed at the statutory
rate of 34% for the years ended December 31, 2004 and 2003 is  approximately  as
follows:

                                                 2004          2003
                                             -----------    -----------

Benefit at statutory rate                    $(2,064,000)   $  (206,000)
Noncash interest on Convertible Debentures       832,000
Stock based compensation                         188,000
Other                                           (100,000)
Losses for which no benefit is recorded        1,144,000        206,000
                                             -----------    -----------
                                             $        --    $        --
                                             ===========    ===========

Significant  components of the Company's  deferred income tax assets at December
31, 2004 are approximately as follows:

Net operating              $ 1,674,000
losses
Stock based compensation       188,000
Valuation
allowance                   (1,862,000)
                           -----------
                           $        --
                           ===========

As of December  31,  2004,  the Company has a U.S.  Federal net  operating  loss
carryforward  of  approximately  $4.2 million which will expire  commencing 2019
through  2024,  if not utilized.  Under  Internal  Revenue Code Section 382, the
amounts of and benefits from net operating loss carryforwards may be impaired or
limited in certain  circumstances.  Events which cause limitations in the amount
of net  operating  losses that the Company may utilize in any one year  include,
but are not  limited  to, a  cumulative  ownership  change of more than 50%,  as
defined,  over a three year period.  The amount of such limitation,  if any, has
not been determined.

Management  of the  Company has decided to fully  reserve for its  deferred  tax
asset,  as it is more  likely  than  not that  the  Company  will not be able to
utilize  these  deferred  tax assets  against  future  income,  coupled with the
possible  limitations  of the net  operating  losses due to  various  changes in
ownership over the past year.

8.    WARRANTS AND STOCK OPTIONS

Warrants:

During the year ended  December  31,  2004,  the Company  issued (i)  19,461,500
warrants  in  connection  with the  Convertible  Debentures  (see Note 6),  (ii)
562,500  warrants  to the  placement  agent in  connection  with  the  Company's
December 2004 private  placement (see Note 3) and (iii) 400,000  warrants issued
to a consultant  for services  rendered.  Of the 19,461,500  warrants  issued in
connection with the Convertible  Debentures,  14,491,003 warrants were exercised
during 2004 generating proceeds of approximately $1.2 million to the Company.

During the year ended December 31, 2002, the Company issued (i) 524,850 warrants
in connection  with notes payable (see Note 6), (ii) 300,000  warrants to pHarlo
in  connection  with its  license  agreement  (see Note 4) and  (iii)  3,460,000
warrants to consultants for services rendered.


                                      F-16
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table summarizes the Company's warrant activity:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                  average
                                                                                  exercise
                                           Number of       Exercise price        price per
                                            shares            per share            share
                                         --------------    ----------------    ---------------

<S>                                      <C>               <C>                 <C>
Outstanding, January 1, 2002                  -0-                $ --               $ --

Granted                                      4,284,850      $0.25 - $2.00          $ 0.46
                                         --------------    ----------------    ---------------

Outstanding, December 31, 2002               4,284,850      $0.25 - $2.00          $ 0.46

Granted                                       -0-               $ -0-              $ -0-
                                         --------------    ----------------    ---------------

Outstanding, December 31, 2003               4,284,850      $0.25 - $2.00          $ 0.46

Granted                                     20,424,000      $0.10 - $2.00          $ 0.22

Exercised                                 (14,491,003)      $0.05 - $0.25          $ 0.08
                                         --------------    ----------------    ---------------

Outstanding, December 31, 2004              10,217,847      $0.05 - $2.00          $ 0.37
                                         ==============    ================    ===============
</TABLE>

As of December 31, 2004, the weighted  average  contractual  life of warrants is
approximately 2.7 years.

Stock Options:

Stock options issued are as follows:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                  average
                                                                                  exercise
                                           Number of       Exercise price        price per
                                            shares            per share            share
                                         --------------    ----------------    ---------------
<S>                                      <C>               <C>                 <C>
Outstanding, January 1, 2002                  -0-               $ --               $ --

Granted                                      1,500,000         $ 0.25             $ 0.25
                                         --------------    ----------------   ----------------

Outstanding, December 31, 2002               1,500,000         $ 0.25             $ 0.25

Granted                                        900,000         $ 0.25             $ 0.25
                                         --------------    ----------------   ----------------

Outstanding, December 31, 2003               2,400,000         $ 0.25             $ 0.25

Granted                                     13,250,000      $0.25 - $2.05         $ 0.58
                                         --------------    ----------------   ----------------

Outstanding, December 31, 2004            15,650,000        $0.25 - $2.05         $ 0.53
                                         ==============    ================   ================

Options exercisable at December 31,
2003                                       2,400,000           $ 0.25             $ 0.25
                                         ==============    ================   ================

Options exercisable at December 31,
2004                                       9,244,438       $0.25 - $2.05         $ 0.37
                                         ==============    ================   ================
</TABLE>




                                      F-17
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Through December 31, 2004, no options have been exercised, forfeited or expired.

The  following  table  summarizes  additional  information  about stock  options
outstanding at December 31, 2004:

                                         Options Outstanding
                       --------------------------------------------------------
                           Number          Weighted-Average
                       Outstanding at         Remaining
    Exercise             December 31,        Contractual       Weighted-Average
     Prices                 2004                 Life            Exercise Price
---------------------  ----------------    ----------------    ----------------

   $ 0.25 - 0.67            12,700,000          9.25               $ 0.28

   $ 1.45 - 2.05             2,950,000          9.90               $ 1.60
                       ----------------

                            15,650,000
                       ================



                                          Options Exercisable
                                ----------------------------------------
                                    Number
                                Exercisable at
          Exercise Prices        December 31,       Weighted-Average
                                     2004           Exercise Price
        --------------------    ----------------    ----------------

           $ 0.25 - 0.67              8,594,440         $ 0.27

           $ 1.45 - 2.05                649,998         $ 1.68
                                ----------------

                                      9,244,438
                                ================


9.    COMMITMENTS AND CONTINGENCIES

In  connection  with the license  agreement  discussed  in Note 4, in 2002,  the
Company entered into a production agreement with Indian River Labs, LLC ("Indian
River"),  a  privately-held  manufacturing  corporation  affiliated  with pHarlo
whereby Indian River will  manufacture and sell to the Company  concentrates for
the  products  licensed by pHarlo  during the term of the license  agreement  at
agreed upon volumes and prices.  Under the terms of the  agreement,  the Company
must make minimum purchases  totaling  approximately  $600,000 per year over the
term of  agreement.  The agreement  continues  until the  termination  of Pharlo
Citrus' patent to the licensed technology.

On December 7, 2004, the Company entered into an agreement to purchase exclusive
rights of first refusal to applications of the pHarlo technology from Richard J.
Kirby, a developer who had previous purchased the rights on July 19, 2002. Under
the terms of the  consulting  agreement,  Mr. Kirby assigned and granted all his
rights, titles and interests in his license agreements with pHarlo to Tasker for
which  Tasker  agree to pay Mr.  Kirby  one half of one  percent  (0.5%)  of net
revenues,  generated from products using the pHarlo technology, in an amount not
to exceed  $400,000 in any one calendar year. The agreement  continues until the
termination   of  or  expiration  of  pHarlo  Citrus'  patent  to  the  licensed
technology.



                                      F-18
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company has entered into other miscellaneous consulting agreements for human
resources,  investor  relations and other services.  These  agreements vary from
month-to-month  terms to two years in length.  Future cash payments  under these
miscellaneous  agreements are expected to be approximately  $204,000 per year in
aggregate.

10.   EMPLOYMENT AGREEMENTS

The  Company  has  entered  into  employment  agreements  with  certain  of  its
executives,  which provide for annual  compensation  plus, in most cases,  stock
options,   participation   in  future  benefit   programs  and  other  benefits.
Approximate   future  minimum  annual   compensation   under  these   employment
agreements, including agreements executed in 2005, is as follows:

           Year ending December 31,

                               2005            $1,020,000
                               2006             1,020,000
                               2007               969,000


11.   RELATED PARTY TRANSACTIONS

During the years ended  December 31, 2004 and 2003 and the period of  inception,
May 13, 1996, to December 31, 2004, the Company engaged in the following related
party transactions:

                                         2004        2003      Since Inception
                                        ------    ----------   ----------------

Remuneration paid and payable to a
director                                 $ --      $ 39,040       $ 62,550

Management fees paid to directors        $ --      $     --       $ 123,892

Rent reimbursed to a                     $ --      $ 30,000       $ 45,343
director



                                      F-19
<PAGE>


                       TASKER CAPITAL CORP. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.   SUBSEQUENT EVENTS

Letter of Intent:

The  Company has entered  into a letter of intent to  purchase  certain  assets,
including utility patents, of pHarlo, pHarlo's manufacturing  affiliate,  Indian
River Labs,  and pHarlo's  marketing  subsidiary,  Coast-to-Coast  Labs, LLC for
approximately  $2.2 million in cash and options to purchase  approximately  19.7
million shares of the Company's  common stock at an exercise price of $0.25. The
base patents  would be assigned to a new entity in which Tasker would own 20% of
the equity.  This 20% equity  stake would be issued to Tasker as a component  of
the transaction with pHarlo and Indian River Labs. Under the terms of the letter
of  intent,  the  Company  would  have  all  rights  to the  product  ranges  of
pre-harvest  and  post-harvest  food  processing,  oral  care,  skin  care,  pet
products, hangover remedy, alcohol abatement and water treatment and, a right of
first  refusal to all new  products  outside  of the  foregoing  product  ranges
developed by the new company holding the base patents.

The completion of the  transaction is subject to approval by the Company's Board
of  Directors,  completion  of  satisfactory  due  diligence  by Tasker  and the
negotiation of definitive transaction documents.  No assurances can be made that
the contemplated transaction with pHarlo and affiliates will be consummated.

Employment agreements:

In January 2005, the Company entered into a three year employment agreement with
Robert  Appleby to serve as the Company's  Chief  Executive  Officer.  Under the
terms of this  agreement Mr.  Appleby will (a) earn a base salary of $25,000 per
month,  modified  annually,  and  increased  to $27,083 per month after  certain
Company growth  objectives  are met, and (b) receive a bonus  determined by five
percent (5%) of the Company's annual operating earnings,  and (c) be eligible to
participate in the Company's  Management  Incentive Program, and (d) was granted
in August 2004, a non-qualified  stock option to purchase up to 1,000,000 shares
of the Company's  common stock at an exercise price of $0.25 per share,  subject
to certain vesting provisions, and (e) and other benefits.

In January 2005, the Company entered into a three year employment agreement with
James Burns to serve as the Company's Chief Operating  Officer.  Under the terms
of this  agreement  Mr.  Burns will (a) earn a base salary of $25,000 per month,
modified  annually,  and  increased to $27,083 per month after  certain  Company
growth  objectives  are met, and (b) receive a bonus  determined by five percent
(5%)  of the  Company's  annual  operating  earnings,  and  (c) be  eligible  to
participate in the Company's  Management  Incentive Program, and (d) was granted
in August 2004, a non-qualified  stock option to purchase up to 1,000,000 shares
of the Company's  common stock at an exercise price of $0.25 per share,  subject
to certain vesting provisions, and (e) and other benefits.

Common stock issuances:

Through March 31, 2005,  the Company  issued an additional  12.3 million  common
shares in connection with the following:

           December 2004 private placement                        9,406,250
           Debenture conversions                                    249,900
           Warrant exercises                                      2,237,272
           Option exercises                                         400,000
                                                                 -----------

                                                                 12,293,422
                                                                 ===========



                                      F-20

<PAGE>
Date: April 15, 2005

                              Tasker Capital Corp.

                                Exhibits to 10KSB

                                     Item 13

Exhibit 10.1      April 5, 2004 Non-qualified  Stock Option Grant Agreement with
                  Robert Appleby.

Exhibit 10.2      April 5, 2004 Non-qualified  Stock Option Grant Agreement with
                  James Burns.

Exhibit 10.3      May 11, 2004  Non-qualified  Stock Option Grant Agreement with
                  Robert Appleby.

Exhibit 10.4      May 11, 2004  Non-qualified  Stock Option Grant Agreement with
                  James Burns.

Exhibit 10.5      May 31, 2004  Employee  Non-Statutory  Stock Option  Agreement
                  with Barbara Longchamp.

Exhibit 10.6      May 31, 2004  Employee  Non-Statutory  Stock Option  Agreement
                  with Gordon Davis.

Exhibit 10.7      August 25, 2004 Employee  Non-Statutory Stock Option Agreement
                  with Robert Appleby.

Exhibit 10.8      August 25, 2004 Employee  Non-Statutory Stock Option Agreement
                  with James Burns.

Exhibit 10.9      January 1, 2005 Executive  Employment Agreement with Robert P.
                  Appleby.

Exhibit 10.10     January  1, 2005  Executive  Employment  Agreement  with James
                  Burns.

Exhibit 10.11     November 1, 2004  Executive  Employment  Agreement with Dennis
                  Smithyman.

Exhibit 10.12     November 15, 2004  Executive  Employment  Agreement with James
                  Collins.

Exhibit 10.13     November 15, 2004 Executive  Employment  Agreement with Robert
                  D. Jenkins.


Exhibit 10.14*    April 2004 private  placement (Equity financing that closed on
                  4/30/04).

Exhibit 10.15**   July 2004 private  placement  (Equity financing that closed on
                  7/21/04).

Exhibit 10.16***  December 2004 private  placement (Equity financing that closed
                  on 12/29/04).




                                       31
<PAGE>

Exhibit 10.17     Exclusive  Field of Use License  Agreement  with Pharlo Citrus
                  Technologies, Inc. dated September 20, 2004.

Exhibit 10.18     Exclusive  Field of Use License  Agreement  with Pharlo Citrus
                  Technologies, Inc. dated September 16, 2004.

Exhibit 10.19     Exclusive  Field  of Use  License  Agreement  &  Product  Sale
                  Agreement  between Wynn Starr Special  Products LLC and Tasker
                  Capital Corp. dated September 16, 2004.

Exhibit 10.20     Promissory note with Pharlo Citrus Technologies dated November
                  28, 2004.

Exhibit 10.21     Promissory note with Pharlo Citrus Technologies dated November
                  12, 2004.

Exhibit 10.22     Promissory note with Pharlo Citrus Properties Partnership LLLP
                  dated December 15, 2004.

Exhibit 10.23     Promissory note with Pharlo Citrus Properties Partnership LLLP
                  dated December 30, 2004.

Exhibit 10.24     January 10, 2004 Consulting Agreement with Thomas Brazil.

Exhibit 10.25     January 20, 2004 Consulting Agreement with Stuart McPherson.

Exhibit 10.26     May 2004 Consulting Agreement with Arthur Bergeron.

Exhibit 10.27     August 2004  Consulting  Agreement  with Wall Street  Investor
                  Relations.

Exhibit 10.28     December 7, 2004 Settlement Agreement with Richard J. Kirby.

Exhibit 10.29     December  27,  2004   Consulting   Agreement  with  Avanti  HR
                  Placement & Consulting.

Exhibit 14.1      Code of Business Conduct and Ethics.

Exhibit 31.1      Rule 13a-14(a)/15d-14(a) Certification

Exhibit 31.2      Rule 13a-14(a)/15d-14(a) Certification

Exhibit 32.1      Section 1350 Certification

Exhibit 32.2      Section 1350 Certification

*     Incorporated by reference from the Registration  Statement Form S-2 of the
      Registrant filed with the Commission on May 14, 2004.

**    Incorporated by reference from the Registration  Statement Form S-2 of the
      Registrant filed with the Commission on September 16, 2004.

***   Incorporated by reference from the Registration  Statement Form S-2 of the
      Registrant filed with the Commission on February 10, 2005.



                                       32