SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED September 30, 2005
                        Commission File Number: 000-27867

                                  TECHALT, INC.
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   87-0533626
                      (IRS Employer Identification Number)

                          601 Union Street, Suite 4500
                                Seattle, WA 98101
               (Address of principal executive offices)(Zip Code)

                                 (847) 870-2601

(Registrant's telephone no., including area code) Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes |X|  No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

Yes |_|    No |X|

The number of shares of the Company's common stock outstanding on June 30, 2005:
13,365,972

<PAGE>

                                  TECHALT, INC.
                                   FORM 10-QSB

TABLE OF CONTENTS

PART  I     FINANCIAL  INFORMATION

Item 1      Financial  Statements

Item 2      Management's  Discussion  and Analysis or Plan of Operation

Item 3      Controls and Procedures

PART II     OTHER INFORMATION

Item 1      Legal Proceedings

Item 2      Unregistered Sales of Equity Securities and Use of Proceeds

Item 3      Defaults Upon Senior Securities

Item 4      Submission of Matters to a Vote of Security Holders

Item 5      Other Information

Item 6      Exhibits

SIGNATURES

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          TechAlt, Inc. and Subsidiary
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 September 30,
                                                                                      2005
                                                                                 -------------
<S>                                                                              <C>

Current assets
     Escrow cash receivable                                                      $     107,000
                                                                                 -------------
          Total current assets                                                         107,000

Auto, net                                                                               35,684
                                                                                 -------------

           Total assets                                                          $     142,684
                                                                                 =============

Current liabilities
     Fair value of registration rights liability                                 $   1,400,000
     Accounts payable                                                                1,011,089
     Accounts payable - related parties                                                322,821
     Accrued liabilities                                                               116,808
     Deferred revenue                                                                  580,513
     Notes payable - bank                                                               39,527
     Convertible notes                                                                 195,000
     Advances due to officer                                                           183,201
     Settlement liabilities                                                          1,862,436
     Accrued preferred stock dividends                                                 184,994
                                                                                 -------------
          Total current liabilities                                                  5,896,389

                                                                                 -------------
          Total liabilities                                                          5,896,389
                                                                                 -------------

Commitments and contingencies (Note 3)

Series A Preferred stock subject to potential rescission,  net of
  offering costs of $1,439,392 plus beneficial conversion value
  of $1,806,125, of which 4,820,000 million are authorized and
  designated as Series A Preferred Stock, 4,816,260 shares issued
  and outstanding, liquidation preference of $9,632,520 (Note 4)                     5,182,993
                                                                                 -------------


Stockholders' Deficit
     Preferred stock, $0.001 par value, 100,000,000 shares authorized                       --
     Common stock and additional paid-in capital. $0.001 par value,
       500,000,000 shares authorized, 13,307,719 shares issued and outstanding          13,308
     Common stock issuable (169,577 shares)                                                170
     Additional paid-in capital                                                      2,435,630
     Deferred stock-based consulting                                                  (125,619)
     Accumulated deficit                                                           (13,260,187)
                                                                                 -------------
          Total stockholders' deficit                                              (10,936,698)
                                                                                 -------------

           Total liabilities and stockholders' deficit                           $     142,684
                                                                                 =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

                          TechAlt, Inc. and Subsidiary
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three months ended Sept. 30,     Nine months ended Sept. 30,
                                                        ----------------------------    ----------------------------
                                                            2005            2004            2005            2004
                                                        ------------    ------------    ------------    ------------
<S>                                                     <C>             <C>           <C>               <C>
Revenue                                                 $    448,907    $     55,067    $  2,764,227    $    178,916
Cost of goods sold                                           226,047           4,800       1,127,087          89,511
                                                        ------------    ------------    ------------    ------------
Gross profit                                                 222,860          50,267       1,637,140          89,405
                                                        ------------    ------------    ------------    ------------
Operating expenses
  General and administrative                                 982,048         383,105       2,593,476         740,308
  Research and development                                   396,784          16,807       1,435,437          52,390
  Business development                                        13,511          43,584       1,110,196         111,142
                                                        ------------    ------------    ------------    ------------
     Total operating expenses                              1,392,343         443,496       5,139,109         903,840
                                                        ------------    ------------    ------------    ------------

Loss  from operations before Income/(Expenses)            (1,169,483)       (393,229)     (3,501,969)       (814,435)

Other Income/(Expenses)
  Settlement loss                                           (138,129)             --        (138,129)             --
  Compensatory damages                                      (666,689)             --        (666,689)             --
  Loss on disposal of fixed assets                           (11,981)             --         (11,981)             --
  Change in fair value of registration rights damages       (510,000)             --        (920,000)             --
  Interest expense, net                                      (65,255)            (45)        (94,382)           (161)
                                                        ------------    ------------    ------------    ------------
   Total Other Income/(Expenses), net                     (1,392,054)            (45)     (1,831,181)           (161)


Net loss                                                  (2,561,537)       (393,274)     (5,333,150)       (814,596)

Preferred stock dividends                                    (60,000)             --        (172,075)             --
                                                        ------------    ------------    ------------    ------------

Net loss attributable to holders of common stock        $ (2,621,537)   $   (393,274)   $ (5,505,225)   $   (814,596)
                                                        ============    ============    ============    ============

Basic and diluted net loss per share
  attributable to holders of common stock               $      (0.20)   $      (0.02)   $      (0.41)   $      (0.03)
                                                        ============    ============    ============    ============


Weighted average shares used
  in computing loss per share                             13,307,719      22,088,315      13,298,046      26,596,259
                                                        ============    ============    ============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>
                          TechAlt, Inc. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Nine months ended Sept. 30,
                                                                  --------------------------
                                                                     2005           2004
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash flows from operating activities:
 Net loss                                                         $(5,333,150)   $  (814,596)
    Adjustments to reconcile net loss to net cash
      used  by operating activities:
        Depreciation expense                                           88,686         11,639
        Amortization of deferred stock-based compensation             177,573             --
        Loss on disposal of assets                                    180,130             --
        Issuance of warrants                                          598,258             --
        Changes in operating assets and liabilities:
           Inventory                                                  208,800             --
           Accounts receivable                                         96,319        (80,033)
           Escrow cash receivable                                    (107,000)            --
          Prepaid expenses and other current assets                   130,405             --
          Accounts payable and accounts payable - related party       743,231        587,515
          Accrued liabilities                                         (69,404)        (4,555)
          Fair value of registration rights liability                 920,000             --
          Deferred revenue                                           (470,767)         7,576
          Settlement liabilities                                    1,862,436             --
                                                                  -----------    -----------
               Net cash used by operating activities                 (974,483)      (292,454)
                                                                  -----------    -----------
Cash flows from investing activities:

     Purchase of property, plant & equipment                         (184,272)       (22,792)
                                                                  -----------    -----------
          Net cash used by investing activities                      (184,272)       (22,792)
                                                                  -----------    -----------
Cash flows from financing activities:
     Principal payments on notes payable                           (1,182,693)            --
     Proceeds from note payable                                       213,019             --
     Proceeds from sale of preferred stock                            881,260             --
     Proceeds from loan payable-officer                                    --        174,196
     Proceeds from officer loans                                       44,421             --
     Proceeds from debenture                                               --        100,000

                                                                  -----------    -----------
          Net cash provided  by financing activities                  (43,993)       274,196
                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents               (1,202,748)       (41,050)

Cash and cash equivalents, beginning of period                      1,202,748        (13,136)
                                                                  -----------    -----------

Cash and cash equivalents, end of period                          $        --    $   (54,186)
                                                                  ===========    ===========

Supplemental disclosures of cash flow information:
  Cash paid for interest                                          $    43,473    $        --
                                                                  ===========    ===========
  Cash paid for income taxes                                      $        --    $        --
                                                                  ===========    ===========

  Non-cash investing and financing activities
     Common stock issued for preferred stock dividends            $    13,860    $        --
                                                                  ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

                          TECHALT, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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

DISCONTINUED OPERATIONS

On September 29, 2005 a creditor foreclosed on all the assets of the Company and
the Company ceased all operations. The accompanying financial statements are not
presented  in  accordance   with  the   accounting   standards  for   presenting
discontinued operations as there was only one operating segment. (see Note 2)

RESTATEMENT

As discussed below,  certain  restatements are being recorded for the year ended
December  31,  2004.  The  net  effect  of the  December  31,  2004  restatement
adjustments  has been  incorporated  into  the  accompanying  interim  condensed
consolidated  financial statements for the three and nine months ended September
30, 2005.

In July 2005, Company management became aware of the possibility that holders of
the  Company's  Series A Preferred  Stock may be entitled to certain  rescission
rights. As a result, the Company's December 31, 2004 consolidated  balance sheet
has been restated to  reclassify  the gross  proceeds  received from the sale of
these  securities and the related  offering costs out of  stockholders'  equity,
where  originally  recorded,  to the  balance  sheet  classification  "Series  A
Preferred  Stock  Subject to  Rescission"  in accordance  with  Emerging  Issues
TaskForce Topic D-98,  Classification and Measurement of Redeemable  Securities.
The consolidated  statement of stockholders'  equity for the year ended December
31, 2004 has been similarly be restated for this reclassification.  There was no
effect on the Company's consolidated statements of operations or cash flows.

Additionally,  the Company is  restating  its  December  31,  2004  consolidated
financial  statements  for the  revaluation of warrants  issued,  which had been
initially recorded using values determined utilizing the Black-Scholes valuation
model  with a  volatility  factor  of 0%,  and have  been  revised  utilizing  a
volatility  factor of 71%,  determined  based on average  volatilities  of other
similar  entities.  The effect of the change in volatility factor resulted in an
increase  in  settlement  expense  of  $172,500,  an  increase  in  general  and
administrative  expense  of  $30,600  (relating  to  amortization  of  increased
deferred stock-based consulting), an increase in deferred stock-based consulting
of $173,400, and an increase in additional paid-in capital of $376,500 as of and
for the year ended December 31, 2004.  The net effect on the Company's  December
31, 2004  financial  statements  increased  net loss by  $203,100.  There was no
effect on total stockholders' deficit or cash flows.

Additionally,  the Company is  restating  its  December  31,  2004  consolidated
financial  Statements as they determined that the registration  rights agreement
should have been accounted for as a derivative at fair value. The effect of this
restatement  is to increase the  registration  rights  liability at December 31,
2004 by $420,000 with a corresponding charge to other expenses.

                                       6
<PAGE>

Additionally,  the Company is  restating  it's  December  31, 2004  consolidated
financial statements to record as a constructive dividend and credit to Series A
Preferred Stock for the $1,806,125 intrinsic value of the beneficial  conversion
feature.

The aggregate net effect on operations of the above  adjustments  in fiscal 2004
is to  increase  net  loss by  $623,100  and net  loss  attributable  to  common
stockholders by $2,429,225, and net loss per share by $0.25 per share.

GOING CONCERN - The accompanying  condensed  consolidated  financial  statements
have been prepared in conformity with generally accepted  accounting  principles
in the United States of America,  which contemplate  continuation of the Company
as a going concern. The Company has incurred net losses since inception,  During
the nine months ended  September  30, 2005,  the Company  incurred a net loss of
$5,333,150,  and its  operating  activities  used  cash of  $974,483,  and has a
working capital deficit of $5,789,389 and a stockholders' deficit of $10,936,698
at September 30, 2005. In addition, as discussed above, a creditor foreclosed on
substantially all assets of the Company and the Company ceased all operations in
September 2005. In addition, certain investors may have rescission rights. These
factors and the company cash position,  among others,  raise  substantial  doubt
about the ability of the Company to continue as a going  concern.  The condensed
consolidated  financial  statements  do not include any  adjustments  that might
result  from the  outcome of these  uncertainties.  Management's  plans  include
seeking a merger  candidate along with additional  Financing  which,  management
believes will provide the Company the ability to continue as a going concern.

BASIS  OF  PRESENTATION  OF  INTERIM  FINANCIAL  STATEMENTS  - The  accompanying
unaudited condensed consolidated financial statements reflect, in the opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
necessary for a fair presentation of financial  position,  results of operations
and  cash  flows  for  each  period  presented  in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial information and with the instructions to Form 10-QSB and of Regulation
SB. Accordingly,  information and certain note disclosures  normally included in
annual financial  statements  prepared in accordance with accounting  principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted from the accompanying statements.  Operating results for interim periods
in 2005, are not  necessarily  indicative of future results that may be expected
for the year ending  December 31, 2005.  These  interim  condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements  and  related  notes  thereto,  which are  included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 (the
"2004 Form 10-KSB") and Note 1 "RESTATEMENT" above.

                                       7
<PAGE>

LOSS PER SHARE - The  computation of net loss per share  attributable to holders
of common stock is based on the weighted  average  number of shares  outstanding
during the period presented in accordance with Statement of Financial Accounting
Standards No. 128 "Earnings Per Share". Net loss is increased by preferred stock
dividends   (paid  or  payable)  in  the  computation  of  net  loss  per  share
attributable  to  holders  of  common  stock.  Dilutive  loss  per  share is not
presented as the effects of  including  common stock  equivalent  shares,  which
there  were  none  during  the  six  months  ended  June  30,  2004,   would  be
anti-dilutive for all periods presented.  Computations of net loss per share for
the three and nine months ended  September 30, 2005,  exclude  9,632,520  common
shares   potentially   issuable  pursuant  to  terms  of  outstanding  Series  A
Convertible  Preferred  Stock,  1,150,000  common  shares  potentially  issuable
pursuant to a convertible  promissory  note,  12,915,772  common shares issuable
upon exercise of outstanding  warrants,  and 2,500,000 common shares potentially
issuable upon exercise of outstanding options. Such common stock equivalents may
dilute future earnings per share.

RECLASSIFICATIONS  - Certain  amounts  in 2004  financial  statements  have been
reclassified to conform with 2005 classifications.

NOTE 2 - AGREEMENT AND PLAN OF MERGER, SETTLEMENT AGREEMENT AND FORECLOSURE

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

                                       8
<PAGE>

Agreement  and Plan of  Merger-  Pursuant  to the Merger  Agreement,  all of the
shares of common  stock of TAI (all of which were owned by Solomon and  Masanek)
were  exchanged  for  9,544,000  shares  of  common  stock of  TechAlt.  TechAlt
Acquisitions,  Inc., a wholly-owned  subsidiary of TechAlt,  was merged with and
into TAI, with TAI becoming a wholly-owned subsidiary of TechAlt (the "Merger").
Upon consummation of the Merger,  Solomon and Masanek together own approximately
83% of the voting  common  stock of the merged  entity and  obtained  management
control  and the  shareholders  of TechAlt  prior to the License  Agreement  own
approximately  17%. The  transaction,  in which TechAlt  Acquisitions,  Inc. was
merged  with and into TAI, is  accounted  for as a  recapitalization  of TAI and
combination  of entities  under common control as of the August 24, 2004 license
date and the Company is deemed to have  issued  1,656,000  common  shares to the
shareholders of TechAlt.  Inasmuch as the former TAI shareholders own a majority
of TechAlt common stock after the merger and obtained management control, TAI is
considered to be the acquiring corporation for accounting purposes

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

License  Agreement  - On August  20,  2004,  Dendo and its then  majority  (52%)
shareholder  and  sole  member  of  its  board  of  directors  entered  into  an
Intellectual  Property  License  Agreement with  Technology  Alternatives,  Inc.
("TAI"), which agreement (the "License Agreement") was consummated on August 24,
2004.  Pursuant  to the  License  Agreement,  in  exchange  for the  issuance of
10,044,000 shares of Company common stock ("Common Stock"), the Company licensed
certain intellectual  property owned by TAI. The initial term of the License was
6 months,  automatically  extended for additional 6 month terms until terminated
by mutual  agreement.  In connection with the License Agreement the Company made
payments  to  former  Dendo  shareholders  of  approximately   $77,000  for  the
cancellation  of  27,219,000  shares of Dendo common  stock.  After  issuance of
shares and cancellation of shares in connection with the License Agreement,  TAI
owned 4 million shares of the 12 million total outstanding and Solomon, directly
or beneficially owned an additional approximately 4.5 million shares. In certain
circumstances, Solomon, voting shares directly or beneficially owned, along with
voting shares  beneficially  owned by TAI, had control to vote approximately 71%
of the Company's outstanding common shares

FORECLOSURE ON SUBSTANTIALLY ALL ASSETS

On June 30,  2005,  the  Company  received a letter from SBD  claiming  that the
Company had defaulted on its payment obligations under the Note and that SBD has
the right to accelerate the full payment of the $1,150,000  promissory note. The
Company  engaged in  discussions  with SBD to resolve  its claim of default  and
acceleration,  however,  on July 22,  2005,  the Company  received a letter from
SBD's legal counsel demanding possession of "all accounts,  accounts receivable,
goods,  equipment,   inventory,   machinery,  fixtures,  cash,  securities,  all
intellectual  property,  including  trademarks,  services  marks,  trade  names,
copyrights,  patents, licenses,  including patent licenses,  contracts and other
tangible and intangible property."

                                       9
<PAGE>

On September 29, 2005 the Company  received a court ordered judgment and entered
into a settlement agreement to allow foreclosure of substantially all the assets
of the Company by the  creditor  discussed  above.  The  settlement  allowed for
certain  payments to the Company by the creditor to cover health  insurance  and
accrued  payroll and certain  assets not covered by the  foreclosure.  The final
balance  due  to the  creditor  prior  to the  settlement  was  $1,862,436.  The
settlement  agreement  stipulates  that the  creditor may not sue the Company to
recover the liability unless the Company is subjected to bankruptcy proceedings.
Upon  consultation  with legal counsel it was determined that this settlement is
in  effect  a  legal  dismissal  of the  liabilities  since  whether  under  the
settlement  agreement or under  bankruptcy,  the liabilities would ultimately be
dismissed.  Under the bankruptcy laws, the settlement can be disturbed if within
90 days of the settlement date the Company is put into bankruptcy. Therefore the
Company has left the liability on its records as of September 30, 2005 and after
further analysis, if proper, may relieve such liability after the 90 days period
has expired.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Bridge Loans - During the nine months  ended  September  30,  2005,  the Company
entered into two short-term  loans, one for $376,094 and the other for $252,000.
The first loan is due July 6, 2005,  which was paid on that date. The other loan
is  due  August  6,  2005,  which  was  paid  on  that  date.  Both  loans  were
collateralized  by all business assets,  and in particular  accounts  receivable
from one of the Company's customers.

During the three months ended September 30,2005 the Company issued a 10% secured
convertible  promissory  note  aggregating  $135,000  and due  August  15,  2006
accruing interest at 10%. This note is convertible at the same price of a future
Offering and therefore there is no beneficial  conversion value as the intrinsic
value is zero.  In  addition,  the Company  issued  three  separate  10% secured
promissory  notes for  $20,000  each due at the next round of  financing  of the
Company.  At the option of the holder  these three notes may be  converted  into
common  stock in the second  round of financing at the same price of that second
round future  offering and therefore there is no beneficial  conversion  feature
value as the intrinsic value is zero.

Compensation  Agreement - In August 2004, the Company entered into an Employment
Agreement  with  Solomon,  pursuant  to which  Solomon is to be  employed by the
Company  as Chief  Executive  Officer  for an initial  period of 3 years,  which
period shall be  automatically  renewed  until  terminated  by the Company.  The
Employment   Agreement  provides  for  annual   compensation  of  $175,000,   an
opportunity  for  Solomon to earn  additional  annual  bonuses  upon the Company
attaining  certain  financial  targets,  and for the  Company  to grant  Solomon
options  to  purchase  up to 1 million  shares  of  Company  common  stock at an
exercise  price being fair value at date of grant.  In April  2005,  the Company
granted  Solomon fully vested  options with a 10 year term to purchase 1 million
shares of Company  common  stock with an exercise  price of $0.50 per share.  In
September 2005 Solomon resigned and the employment agreement terminated.

Investment  Banking  Agreement  -  In  connection  with  an  investment  banking
agreement, at March 31, 2005 the Company had issued 45,200 common shares and had
issuable 169,577 common shares and warrants to purchase 195,252 common shares at
$0.50  exercisable for four years.  The $107,388 value of the common stock based
on a value of $0.50 per share and  $54,866  value of the common  stock  warrants
(based on a  Black-Scholes  valuation  using zero dividends and 71%  volatility,
interest  rate of 4.15% and term of 4 years)  was  recorded  as  offering  costs
deducted from Series A funds raised..

(See Note 4.)

Business  Development  Agreement - During the three months ended March 31, 2005,
the  Company  entered  into a one-year  Business  Development  Agreement  with a
financial advisor, which replaced the Company's prior agreement with the advisor
and  one of its  affiliates.  Pursuant  to  terms  of the  Business  Development
Agreement, the Company paid $290,000 and issued a total of 600,000 shares of its
common stock and 570,000 warrants to purchase Company common stock at a price of
$1.00 per share with a four-year term, which were recorded at December 31, 2004.
In  addition,  the  Company  has agreed to pay fees for future  financing  funds
received by the Company during the agreement term of cash equal to 10% of future
financing proceeds received and 10% of the securities issued in the financing

Public  Relations  Agreement - In connection  with a one-year  Public  Relations
Agreement  entered  into in 2004,  the Company  agreed to issue  240,000  common
shares  valued at $120,000 and  warrants to purchase  500,000  common  shares at
$0.50 per share and  warrants to  purchase  500,000  common  shares at $1.00 per
share,  which were recorded at December 31, 2004. The total  estimated  value of
$251,000 was initially  deferred as a component of  stockholders'  equity and is
being  amortized over the one-year term. The deferred amount was fully amortized
as of September 30, 2005.

                                       10
<PAGE>

Contract  to Supply  Equipment  to Cook  County - In July 2004,  the Company was
awarded a contract  to supply  certain  equipment,  software  and  services to a
contractor doing business with Cook County Commissioners Office. The Cook County
Commissioners  Office  approved  a plan  to  implement  a  county-wide  wireless
communications  system. A grant of approximately $13 million from the Urban Area
Security  Initiative of the Department of Homeland Security has been accepted to
fund the project. An additional grant of approximately $17 million has also been
approved  for the second phase of the project.  The contract is  anticipated  to
result in future  Company  revenues of  approximately  $9  million.  The Company
advised the  customer it could no longer  perform  under the  contract  and this
contract was ultimately assumed by the creditor. ( see Notes 1 and 3)

Agreement  with IBM - In October 2004,  the Company  entered into a Statement of
Work ("SOW") with International  Business Machines  Corporation  ("IBM") for the
Phase 1 Implementation of the Company's wireless  communications product line in
connection with Cook County's  mobile  wireless video and data network  project.
The SOW  serves as the  Company's  official  notice and  authorization  to begin
implementation of and billing for the project. Pursuant to terms of the SOW, the
Company  will be providing  hardware  and  software,  and  maintenance  services
through 2009, under Phase 1 for which it is to receive payments of approximately
$2.9 million.  During  December  2004,  the Company  received  approximately  $1
million from IBM,  which was recorded as deferred  revenue at December 31, 2004.
During the six months  ended June 30,  2005,  the  Company  received  additional
payments of $817,585,  and recognized $1,610,656 of revenue. The Company advised
the customer it could no longer perform under the contract and this contract was
ultimately assumed by the creditor. ( see Notes 1 and 3)

Operating  Lease  Agreement - In March 2005,  TechAlt  entered into an operating
lease for equipment to be used in a multi-city demo network.  The total value of
the  equipment was $670,000.  The term of the lease is  twenty-four  months with
monthly  lease  payments of  $7,600.The  equipment was returned to the lessor in
September 2005 and management  believes there may still be obligations under the
lease.

Legal  Matters - The  Company has been  contacted  by certain  convertible  note
holders regarding  repayment of the notes. No claims have been filed but certain
of the note  holders have  expressed  an intent to do so in the event  repayment
does not commence in a reasonable period of time.

The Company is engaged in two regulatory actions against the Company relating to
unpaid employee  salaries and reimbursable  expenses  aggregating  approximately
$33,000.  The Company  also  anticipates  an  additional  3 to 5 claims of up to
$10,000 each. The Company has accrued all known amounts.

Registration Statement on Form SB-2 - The Company filed a Registration Statement
on Form SB-2 with the Securities and Exchange Commission regarding  registration
of approximately 40 million shares of Company common stock to be sold by certain
stockholders. In July 2005, the Company withdrew this Registration Statement and
is in the process of filing a new  registration  statement.  It is expected that
the selling  stockholders  will offer common stock in amounts,  at prices and on
terms to be determined at the time of the offering. The Company will not receive
any proceeds from sales of common stock by selling stockholders.

NOTE 4 - STOCKHOLDERS' EQUTIY

Series A Convertible  Preferred Stock, Warrants and Additional Investment Rights
- During the year ended  December  31,  2004,  pursuant to the private  offering
exemption provided in Rule 506 of Regulation D of the Securities Act of 1933, in
exchange  for  $3,835,000,  the Company  sold  3,835,000  shares of its Series A
Convertible  Preferred  Stock (purchase price of $1.00 per share) (the "Series A
Preferred"), warrants to purchase 7,670,000 shares of the Company's common stock
at an exercise price of $1.00 per share with a cashless  exercise  provision for
the period  ending five years from  issuance  (the  "Warrants")  and  Additional
Investment  Rights to purchase  65,000  additional  shares of Series A Preferred
with  130,000  warrants  at a purchase  price of $1.00 per share (the  "Series A
Preferred  Rights"),  all of such  rights  have been  exercised.  An  additional
820,000  Series A Preferred  were  authorized  in December  2004.  Each share of
Series A Preferred is convertible under certain circumstances into two shares of
the Company's common stock, at a conversion price of $0.50 per common share. The
Series A Preferred  holders  have voting  rights on an as converted  basis.  The
Series A Preferred  shares contain  registration  rights and damages of 1.5% per
month or part of any month based on filing and effectiveness deadlines up to the
earlier of (i) the date all underlying  shares are sold by the investors or (ii)
the date the shares become freely  traded  pursuant to Rule 144(k).  The Company
determined that the preferred stock,  warrants and additional  investment rights
qualified  as equity  classification  under  SFAS 133 and EITF  00-19 and that a
beneficial  conversion value of $1,806,125  relating to the embedded  conversion
feature  should be recorded  as a  constructive  dividend  in 2004.  The Company
determined that the registration  rights  agreement was a separate  freestanding
derivative pursuant to SFAS 133 and related interpretations and has recorded the
derivative  liability at fair value of $1,400,000 as of September 30, 2005.  The
expense for the change in fair value of the derivative for the three and    nine
months ended September 30, 2005 was, $510,000 and $920,000.

During the three months ended March 31, 2005,  pursuant to the private  offering
exemption provided in Rule 506 of Regulation D of the Securities Act of 1933, in
exchange for $881,260 the Company sold 881,260  shares of its Series A Preferred
(purchase price of $1.00 per share) and Warrants to purchase 1,762,520 shares of
the Company's common stock.

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

                                       11
<PAGE>

Series A Preferred Stock Subject to Potential Rescission - In July 2005, Company
management became aware that holders of 4,816,260 shares of the Company's Series
A Preferred Stock (all outstanding shares) may be entitled to certain rescission
rights. The resale  registration  statement of shares of common stock underlying
these  securities was originally  filed by the Company in November 2004, and has
subsequently  been  withdrawn.  Pursuant to the  Securities  Act of 1933 and the
related rules and  regulations,  as  interpreted  by the Securities and Exchange
Commission, as a result of a portion of the additional investment rights granted
with the initial sale of 500,000 shares of Series A Preferred Stock,  which were
the basis of the sale of additional  shares of Series A Preferred  Stock,  being
unexercised at the time the resale registration  statement was originally filed,
the private  offerings have not been completed and  accordingly,  the public and
private  offerings would be integrated and result in a violation of Section 5 of
the  Securities  Act.  Accordingly,  the  investors  who  purchased  the private
placement  securities may have a number of remedies available to them, including
the  potential  right  to  rescind  the  purchase  of  those   securities  plus,
potentially, any amount representing damage to such investors.

The Company is unable to predict if the investors would attempt to exercise such
potential rescission rights. Each investor's decision would be based upon, among
other things,  the price of the Company's common stock and other factors.  These
potential  rescission  rights  could  require the Company to refund at least the
gross proceeds of these private offerings to the investors.  In order to satisfy
such  potential  obligations,  the  Company  would be  required  to utilize  its
available  capital  resources and obtain  alternate  sources of capital for such
purposes.  The Company  presently does not have the capital available to satisfy
all potential claims for rescission. The inability to obtain alternative sources
of capital would have a material effect on the Company's financial condition and
results of operations.

For purposes of accounting for this  contingency in accordance with Statement of
Financial Accounting Standards 5, "Accounting for Contingencies",  the Company's
management has evaluated the above factors and has determined  that the ultimate
liability to the Company from the potential assertion by investors of rescission
rights is not probable.  This conclusion is based on management's  determination
that the factors  and/or  conditions  that would  encourage an attempt to assert
such rights are  significantly  outweighed by the factors and/or conditions that
would  discourage  an attempt  to assert  such  rights.  Since the  Company  has
determined  that a rescission is not probable,  although it may be possible,  no
accrual is  required  under SFAS 5. As of  September  30,  2005,  the  Company's
consolidated balance sheet reflects a temporary equity of $5,182,993 ($4,816,260
preferred  stock  value  less  offering  costs  of  $1,439,392  plus  beneficial
conversion value of $1,806,125 as "Series A Preferred Stock Subject to Potential
Rescission",   in  accordance  with  Emerging  Issues  Task  Force  Topic  D-98,
Classification and Measurement of Redeemable Securities.

Common Stock - In 2004, as amended in February 2005,  400,000 shares were issued
and 100,000  were  issuable  at December  31, 2004 (and issued in 2005) under an
agreement for capital  raising  services and 100,000 shares were issued for cash
of $50,000 to a financial  consultant.  The shares for  services  were valued at
$250,000  based on the $.50 per  share  common  stock  value of  contemporaneous
issuances.  The $250,000 was charged to Series A Preferred Stock value presented
as temporary equity as an offering cost.

                                       12
<PAGE>

During the period  ending March 31, 2005,  45,200  common shares were issued and
169,577 are issuable pursuant to an Investment Banking Agreement relating to the
Series A Preferred  sale.  The shares were valued at $107,388  based on the $.50
per share common stock value of contemporaneous  issuances and charged to Series
A Preferred Stock value presented as temporary equity as an offering cost.

On March 29, 2005,  the Board of  Directors  of TechAlt  approved the 2005 Stock
Option Plan (the "Plan") and the forms of  Non-Qualified  Stock Option Agreement
("NQA") and  Incentive  Stock Option  Agreement  ("ISOA") to provide  additional
incentives to key employees,  officers, directors and independent contractors of
TechAlt and any Parent or Subsidiary it may at any time have, thereby helping to
attract and retain the best available  personnel for positions of responsibility
with  those  entities  and  otherwise  promoting  the  success  of the  business
activities of such  entities.  It is intended that options issued under the Plan
constitute  either  incentive stock options or nonqualified  stock options.  The
maximum  number of shares  that may be  optioned  and sold under the Plan is the
greater of (i) five million  (5,000,000)  shares of Common Stock of the Company,
subject to  adjustment,  or (ii) twenty percent of the total number of shares of
Common  Stock that would be  outstanding  if each class of the  Company's  stock
(including  each class of preferred  stock) were converted into shares of Common
Stock. The Plan is administered by the Board directly,  acting as a Committee of
the whole,  or if the Board  elects,  by a separate  Committee  appointed by the
Board for that purpose and consisting of at least two Board members, all of whom
shall  be  Non-Employee  Director.  The  adoption  of the  Plan  is  subject  to
ratification by the affirmative  vote of the holders of a majority of the shares
of Common Stock  represented in person or by proxy at a duly convened meeting of
the shareholders of the Company,  which  ratification  shall occur within twelve
(12) months  before or after the date of  adoption of the Plan by the Board.  In
April 2005, the Company granted to certain of its employees, officers and member
of the Board of Directors  fully-vested,  ten-year options to purchase 2,845,000
shares of Company  common stock at $0.50 per share,  a price  considered  by the
Company's Board of Directors to represent the fair value of such common stock at
grant date.  Additionally,  in April 2005, the Company granted to certain of its
employees  and  officers  ten-year  options,  which fully vest 1 year from grant
date, to purchase  693,664 shares of Company common stock at $0.50 per share. In
August 2005 the Company  granted  stock  options to  purchase  2,500,000  common
shares to three  officers  for services  rendered at an exercise  price of $1.00
expiring in five years.  The Company  valued the options  using a  Black-Scholes
method (5 year term,  71%  volatility,  zero  dividends and interest rate of 4%)
resulting in expense of $598,258.  At September 30, 2005,  there were  6,038,664
options outstanding.

NOTE 5 - RELATED PARTY TRANSACTIONS

Purchases of  equipment  from SBD included in cost of goods sold during the nine
months  ended  September  30, 2005 and 2004  approximated  $292,000 and $92,000,
respectively.  Additionally, during the nine months ended September 30, 2005 and
2004 the  Company  incurred  consulting  fees  payable  to SBD of  approximately
$102,000 and  $195,000.  The amounts are included in general and  administrative
expenses on the accompanying condensed  consolidated financial statements.  (See
Notes 1 and 2)

Advances  payable to the  Company's  Chairman and Chief  Executive  Officer (who
resigned in September 2005)and 55%founding shareholder was $183,201 at September
30, 2005. These advances are due on demand, unsecured and non-interest bearing.

An  officer/director of the Company is also a principal owner of a law firm that
provides  services  to the  Company.  Expenses  incurred  to this law firm  were
approximately  $456,000  during  the nine  months  ended  September  30,  2005..
Accounts payable of approximately $323,000 was due to this law firm at September
30, 2005, which is included in accounts payable-related party.

                                       13
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      The  following  discussion  of our  financial  condition  and  results  of
operations  should be read in  conjunction  with the  financial  statements  and
related notes to the financial  statements  included elsewhere in this Quarterly
Report on Form 10-QSB and the Company's  financial  statements and  management's
discussion  and  analysis  of  financial  condition  and  results of  operations
included in the Company's  2004 Annual Report on Form 10-KSB and  RESTATEMENT in
Note 1 to the financial statements included in this Form 10-QSB. This discussion
contains forward-looking  statements that relate to projections regarding future
events or our future  financial  performance.  Historical  results should not be
relied on as  indicative of trends in operating  results for any future  period.
The actual  results  of the  future  events  described  in such  forward-looking
statements in this quarterly report could differ materially from those stated in
such forward-looking statements. All subsequent written and oral forward-looking
statements  attributable  to us, or persons acting on our behalf,  are expressly
qualified in their  entirety by the foregoing.  Except as otherwise  required by
law, we assume no duty to update or revise our forward-looking  statements based
on changes in internal estimates or expectations or otherwise  subsequent to the
date of this filing.

      These statements involve known and unknown risks,  uncertainties and other
factors  that may cause  actual  results,  levels of  activity,  performance  or
achievements to be materially different from any future results,  performance or
achievements expressed or implied by these forward-looking statements. Important
factors that could cause actual results to differ  materially from the Company's
stated or implied  expectations  include,  but are not limited to: the Company's
ability to fund  expansions  of future  growth  and to  implement  our  business
strategy; the Company's ability to integrate the operations of any businesses we
may acquire;  potential legal claims against the Company;  general  economic and
business  conditions;  the  condition  of the  securities  and capital  markets;
legislative  or  regulatory  changes  that affect the Company and our ability to
ability  to  comply  with  regulatory   bodies;  and  statements  of  assumption
underlying any of the  foregoing,  as well as any other factors set forth in the
Company's Annual Report on Form 10-KSB, in our consolidated financial statements
contained in this report and the notes  thereto,  or under the caption  "Plan of
Operation" under Item 2 of this report, all of which investors are encouraged to
read and consider.

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

                                       14
<PAGE>

OVERVIEW

TechAlt and its  subsidiary,  TAI,  (together,  the "Company") is engaged in the
homeland security sector with a particular focus on communications  and security
solutions  for  private  businesses.  Sales of these  products  to  governmental
entities or their agents are generally made to an independent  contractor  hired
by local, state or federal agencies,  or directly to businesses seeking internal
communications and tracking security.

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

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

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

SETTLEMENT  AGREEMENT AND CREDITOR  FORECLOSURE  ON  SUBSTANTIALLY  ALL ASSETS -
Pursuant to terms of the Settlement Agreement between TechAlt and Masanek, among
other things,  (i) the License Agreement entered into between TechAlt and TAI in
August 2004 was rescinded,  which rescission  included rescinding the 10,044,000
shares of TechAlt common stock issued  pursuant to the License  agreement,  (ii)
TechAlt paid  Masanek  $650,000  cash,  (iii)  TechAlt and Masanek  entered into
Sales,  Consulting,  Registration  Rights,  Right of First  Refusal  and  Escrow
Agreements,  (iv) TechAlt issued a Convertible Promissory Note for $1,150,000 to
Services by  Designwise,  Ltd.  ("SBD"),  a company  owned by  Masanek,  payable
$650,000  one year from  issuance  and the  remainder  two years  from  issuance
subject to acceleration,  as defined,  based on capital raises, with interest at
5%, and  convertible  into shares of TechAlt  common stock on the basis of $1.00
per share, and secured by substantially all assets of TechAlt, (v)

                                       15
<PAGE>

TechAlt  issued  warrants to Masanek  for the right to purchase  for a period of
five years  750,000  shares of TechAlt  common  stock for $1.00 per share with a
cashless  exercise  provision,  (vi) TechAlt received from SBD the assignment of
all right, title and interests in certain intellectual property and inventory of
SBD  relating to In-Car  Based  Communications  Data  Capture  and Video,  (vii)
TechAlt paid $140,000 for the attorneys fees of Masanek,  and (viii)  settlement
of certain claims made by Masanek  against TechAlt and others in a lawsuit filed
in the Circuit Court of Cook County, Illinois, (ix) the Company entered into a 3
year sales  agreement  with a  commitment  for the Company to purchase  from SBD
$1,250,000 of equipment  inventory per year plus pay 6.25% to 6.75% royalties on
certain third party supplied goods, and (x) a consulting agreement for which the
Company  will pay SBD $25,000 for the first four months and $6,250 per month for
the  next  32  months  plus  other  benefits.   The  consulting   agreement  has
subsequently  been  terminated in  connection  with the Masanek  Settlement,  as
detailed in the section entitled "Legal Proceedings."

On June 30,  2005,  the  Company  received a letter from SBD  claiming  that the
Company had defaulted on its payment obligations under the Note and that SBD has
the right to accelerate the full payment of the $1,150,000  promissory note. The
Company  engaged in  discussions  with SBD to resolve  its claim of default  and
acceleration,  however,  on July 22,  2005,  the Company  received a letter from
SBD's legal counsel demanding possession of "all accounts,  accounts receivable,
good,  equipment,   inventory,   machinery,   fixtures,  cash,  securities,  all
intellectual  property,  including  trademarks,  services  marks,  trade  names,
copyrights,  patents, licenses,  including patent licenses,  contracts and other
tangible and intangible property."

On  September  8,  2005,  the  Company  received  notice  that  Masanek  and SBD
(collectively, the "Plaintiff"), filed legal action in the Circuit Court of Cook
County, Illinois County Department,  Law Division,  seeking an Order of Replevin
against the Company. Under the Order of Replevin, the Plaintiff alleged that the
Company is in default  for  nonpayment  on the Note.  On  Sepember  29, 2005 the
Company  received  a  court  ordered  judgment  and  entered  into a  settlement
agreement to allow  foreclosure of  substantially  all the assets in relation to
intellectual  property and contracts with IBM by the creditor  discussed  above.
The  settlement  allowed for certain  payments to the Company by the creditor to
cover health  insurance and accrued  payroll.  Default on the Note triggered the
Plantiff's  right,  under a Security  Agreement  dated  November  19,  2004,  to
immediate  possession  of  certain  collateral  in  the  Company  including  the
Company's accounts, accounts receivables, goods, equipment inventory, machinery,
fixtures,  cash,  securities,  all intellectual  property including  trademarks,
service marks, trade names, copyrights,  patents, patent licenses, contracts and
other  tangible and  intangible  contracts.  On September 29, 2005,  the Company
agreed not to contest the Entry of Judgment on the  Replevin  action in exchange
for the Plaintiff's payment of all accrued  employee-health  insurance premiums,
in the amount of $31,000,  payment of $20,000 toward accrued  payroll subject to
Plaintiff's UCC sale of the aforementioned  secured  collateral,  and $32,833 in
cash.

The final balance due to the creditor prior to the  settlement  was  $1,862,436.
The settlement agreement stipulates that the creditor may not sue the Company to
recover the liability unless the Company is subjected to bankruptcy proceedings.
Upon  consultation  with legal counsel it was determined that this settlement is
in  effect  a  legal  dismissal  of the  liabilities  since  whether  under  the
settlement  agreement or under  bankruptcy,  the liabilities would ultimately be
dismissed.  Under the bankruptcy laws, the settlement can be disturbed if within
90 days of the settlement date the Company is put into bankruptcy. Therefore the
Company has left the liability on its records as of September 30, 2005 and after
further analysis, if proper, may relieve such liability after the 90 days period
has expired.

As A Result of the above foreclosure,  the Company has ceased  substantially all
operations in connection with its IBM related and other sales related  contracts
and has closed its offices in Arlington  Heights,  IL, but continues to focus on
the development of technologies in the homeland security sector.

                                       16
<PAGE>

SALE OF SERIES A  CONVERTIBLE  PREFERRED  STOCK AND  WARRANTS - Through June 30,
2005,  pursuant  to the  private  offering  exemption  provided  in Rule  506 of
Regulation D of the Securities Act of 1933, in exchange for  $4,816,000,  before
offering  costs,  the Company sold 4,816,260  shares of its Series A Convertible
Preferred  Stock  (purchase price of $1.00 per share) (the "Series A Preferred")
and warrants to purchase  9,632,520  shares of the Company's  common stock at an
exercise  price of $1.00 per  share  with a  cashless  exercise  provision  (the
"Warrants").  The Series A  Preferred  contain  registration  rights and damages
based on filing and effectiveness deadlines.

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

SERIES  A  PREFERRED  STOCK  SUBJECT  TO  RESCISSION  - In  July  2005,  Company
management became aware that holders of 4,816,260 shares of the Company's Series
A Preferred Stock (all outstanding shares) may be entitled to certain rescission
rights. The resale  registration  statement of shares of common stock underlying
these  securities was originally  filed by the Company in November 2004, and has
subsequently  been  withdrawn.  Pursuant to the  Securities  Act of 1933 and the
related rules and  regulations,  as  interpreted  by the Securities and Exchange
Commission, as a result of a portion of the additional investment rights granted
with the initial sale of 500,000 shares of Series A Preferred Stock,  which were
the basis of the sale of additional  shares of Series A Preferred  Stock,  being
unexercised at the time the resale registration  statement was originally filed,
the private  offerings have not been completed and  accordingly,  the public and
private  offerings would be integrated and result in a violation of Section 5 of
the  Securities  Act.  Accordingly,  the  investors  who  purchased  the private
placement  securities may have a number of remedies available to them, including
the  potential  right  to  rescind  the  purchase  of  those   securities  plus,
potentially, any amount representing damage to such investors.

The Company is unable to predict if the investors would attempt to exercise such
potential rescission rights. Each investor's decision would be based upon, among
other things,  the price of the Company's common stock and other factors.  These
potential  rescission  rights  could  require the Company to refund at least the
gross proceeds of these private offerings to the investors.  In order to satisfy
such  potential  obligations,  the  Company  would be  required  to utilize  its
available  capital  resources and obtain  alternate  sources of capital for such
purposes.  The Company  presently does not have the capital available to satisfy
all potential claims for rescission. The inability to obtain alternative sources
of capital would have a material effect on the Company's financial condition and
results of operations.

For purposes of accounting for this  contingency in accordance with Statement of
Financial Accounting Standards 5, "Accounting for Contingencies",  the Company's
management has evaluated the above factors and has determined  that the ultimate
liability to the company from the potential assertion by investors of rescission
rights is not probable.  This conclusion is based on management's  determination
that the factors  and/or  conditions  that would  encourage an attempt to assert
such rights are  significantly  outweighed by the factors and/or conditions that
would  discourage  an attempt  to assert  such  rights.  Since the  Company  has
determined  that a rescission is not probable,  although it may be possible,  no
accrual is required under SFAS 5. The Series A Preferred  Stock, net of offering
costs  plus the value of the  beneficial  conversion  feature  is  reflected  as
temporary equity on the balance sheet as of September 30, 2005.

Registration Statement on Form SB-2 - The Company filed a Registration Statement
on Form SB-2 with the Securities and Exchange Commission regarding  registration
of approximately 40 million shares of Company common stock to be sold by certain
stockholders. In July 2005, the Company withdrew this Registration Statement and
is in the process of filing a new  registration  statement.  It is expected that
the selling  stockholders  will offer common stock in amounts,  at prices and on
terms to be determined at the time of the offering. The Company will not receive
any  proceeds  from  sales of common  stock by selling  stockholders.  Shares of
Company   common   stock  are  not   currently   quoted  on  any   exchange   or
over-the-counter  bulletin board market.  The Company has applied for trading of
its common stock on the over-the-counter bulletin board.

                                       17
<PAGE>

Communications  received  from SBD - On June 30,  2005,  the Company  received a
letter  from  SBD  claiming  that  the  Company  had  defaulted  on its  payment
obligations  under  the Note and that SBD has the right to  accelerate  the full
payment of the $1,150,000  promissory  note. The Company  engaged in discussions
with SBD to resolve its claim of default and acceleration,  however, on July 22,
2005,  the  Company  received  a  letter  from  SBD's  legal  counsel  demanding
possession of "all accounts,  accounts receivable,  good, equipment,  inventory,
machinery,  fixtures,  cash, securities,  all intellectual  property,  including
trademarks,   services  marks,  trade  names,  copyrights,   patents,  licenses,
including  patent   licenses,   contracts  and  other  tangible  and  intangible
property."  Masanek  and SBD  subsequently  brought  legal  action  against  the
Company,  seeking Replevin,  to enforce possession of these assets. On September
29,  2005,  the  Company  agreed not to  contest  the Entry of  Judgment  on the
Replevin  action  in  exchange  for  the  Plaintiff's  payment  of  all  accrued
employee-health insurance premiums, in the amount of $31,000, payment of $20,000
toward accrued  payroll  subject to Plaintiff's  UCC sale of the  aforementioned
secured collateral, and $32,833 in cash.

QUARTER ENDED  SEPTEMBER 30, 2005 AND 2004, AND NINE MONTHS ENDED  SEPTEMBER 30,
2005 AND 2004

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's results
of operation  and financial  condition for the three months ended  September 30,
2005 and nine months ended  September 30, 2005 as compared to the three and nine
months ended  September 30, 2004. The  discussion  should be read in conjunction
with the financial statements and notes thereto.

Revenue of $449,000 for the three months ended September 30, 2005 increased over
the same period for 2004 due to Phase 1 implementation  and billing $449,000 for
the IBM contract and equipment sales to municipalities.

General  and  administrative  expenses of $928,000  for the three  months  ended
September 30, 2005 included approximately $165,000 of legal and accounting fees,
$661,000 for employee compensation.  The balance of $102,000 included consulting
fees,  and  operations  costs such as Building  Rent,  Insurance,  Telephone and
Office Expenses. General and administrative expenses for the same period in 2004
were  $383,000.  The increase is primarily  attributed to  additional  staff and
related expenses to support the IBM contract.

The  $397,000  for the three  months  ended  September  30, 2005 of research and
development  expenses are comprised primarily of $193,000 employee  compensation
and related expenses, $144,000 in Applications Development and Project Costs and
the balance of $60,000 for Office and other  operating  expenses.  Research  and
development  costs for the same period in 2004 were $17,000. The increase is due
to  additional  staff and  outside  services  to  support  the IBM  Project  and
continued product development.

Revenue for the nine months ended September 30, 2005 was  $2,764,227,  comprised
of Phase 1 IBM  contract  billing and other  municipality  equipment  purchases.
Revenue for the nine months ended September 30, 2004 was $178,916.

General and  administrative  expenses of  $2,593,000  for the nine months  ended
September 30, 2005 included approximately $501,000 in legal and accounting fees,
$1,073,000  for  employee  compensation  and  related  expenses.  The balance of
$1,019,000 included consulting fees, and operations costs such as Building Rent,
Insurance,  Office and Travel expenses.  General and administrative expenses for
the same period in 2004 were $740,000.  Increased  expenditures  for General and
administrative  were due to additional staff and related expenses to support the
IBM contract.

Research and Development costs for the nine months ended September 30, 2005 were
$1,435,000 comprised primarily of $631,000 for employee compensation and related
expenses,  $638,000  in  Application  Development  and Project  Costs,  with the
balance of  $166,000  for  operating  expenses.  For the same period in 2004 the
Research and  Development  costs were $52,000.  Increases in these costs reflect
increased staff and outside services to support  continued  product  development
and the requirements for the IBM contract.

                                       18
<PAGE>

Business  Development  expenses  totaled  $1,110,000  for the nine months  ended
September 30, 2005. This included $621,000 for employee compensation and related
expenses,  $285,000 for Public Relations,  Marketing  materials and Trade Shows,
with the balance of $194,000 for operating expenses.  Expenses were $111,000 for
the same period in 2004.  The  increase  over 2004  expenses is due to increased
staff and Marketing activities.

LIQUIDITY AND CAPITAL RESOURCES

During  the  nine-months  ended  September  30,  2005,  cash  used by  operating
activities was $974,000 compared to cash used of $292,000 during the comparative
prior  year  period.  The  increase  in cash used by  operating  activities  was
primarily due to the increase in net loss to  $5,333,150  and the effects of the
legal settlement with Masanak and SBD.

Cash used by  investing  activities  was  $184,000  during the nine months ended
September 30, 2005 for the acquisition of property and equipment  versus $23,000
in the comparative prior year period.

Cash used by financing  activities for the nine-months  ended September 30, 2005
was $44,000,  resulting  primarily from $881,260  proceeds received from sale of
881,260 shares of Series A Convertible  Preferred Stock and warrants to purchase
1,760,000  shares of TechAlt  common  stock for $1.00 per share and the proceeds
from additional notes payable in the amount of $213,000, offset by note payments
of $1,183,000.  Cash provided by financing  activities for the nine-months ended
September 30, 2004 was $274,000,  primarily consisting of proceeds received from
a loan payable  from an officer of the Company and proceeds  from a debenture of
$100,000.

Off-Balance sheet  arrangements - As a result of legal action culminating in the
Masanek  Settlement (as detailed in the section  entitled "Legal  Proceedings"),
the Company currently does not have any off-balance sheet arrangements that have
or are  reasonably  likely to have a current or future  effect on its  financial
condition,  changes in financial  condition,  revenues or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
material to investors.

GOING CONCERN - The  accompanying  consolidated  financial  statements have been
prepared in conformity  with  generally  accepted  accounting  principles in the
United States of America,  which  contemplate  continuation  of the Company as a
going concern.  The Company has incurred net losses since inception,  During the
nine  months  ended  September  30,  2005,  the  Company  incurred a net loss of
$5,333,150,  and its  operating  activities  used  cash of  $974,483,  and has a
working capital deficit of $5,789,389 and a stockholders' deficit of $10,936,698
at September 30, 2005. In addition, as discussed above, a creditor foreclosed on
substantially all assets of the Company and the Company ceased substantially all
operations in September 2005 in connection  with its IBM related and other sales
related  contracts  and has closed its  offices in  Arlington  Heights,  IL,. In
addition,  certain investors may have rescission  rights.  These factors and the
company cash position,  among others,  raise substantial doubt about the ability
of the  Company to  continue  as a going  concern.  The  condensed  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these  uncertainties.  Management's  plans  include  seeking a merger
candidate  along with  additional  Financing  which,  management  believes  will
provide the Company the ability to continue as a going concern.

                                       19
<PAGE>

BASIS  OF  PRESENTATION  OF  INTERIM  FINANCIAL  STATEMENTS  - The  accompanying
unaudited condensed consolidated financial statements reflect, in the opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
necessary for a fair presentation of financial  position,  results of operations
and  cash  flows  for  each  period  presented  in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial information and with the instructions to Form 10-QSB and of Regulation
SB. Accordingly,  information and certain note disclosures  normally included in
annual financial  statements  prepared in accordance with accounting  principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted from the accompanying statements.  Operating results for interim periods
in 2005, are not  necessarily  indicative of future results that may be expected
for the year ending  December 31, 2005.  These  interim  condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements  and  related  notes  thereto,  which are  included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 (the
"2004 Form 10-KSB") and Note 1 "RESTATEMENT" above.

As disclosed in report of Independent  Registered  Public Accounting Firm on the
Company's  financial  statements  for the years ended December 31, 2004 and 2003
included in the Company's 2004 Annual Report on Form 10-KSB, these matters raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying  financial  statements have been prepared on the basis that the
Company will continue as a going concern and do not include any  adjustments  to
reflect  the  possible  future  effects  on the  recoverability  of  assets  and
liquidation of liabilities that may result from these uncertainties.

CRITICAL ACCOUNTING POLICIES

The Company's  financial  statements are prepared in accordance  with accounting
principles generally accepted in the United States of America, which among other
things,  requires  management  to make  estimates  and  assumptions  that affect
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities  at the date of financial  statements  and reported  amounts of
revenues and expenses during reporting periods.  These estimates and assumptions
are  affected by  management's  application  of  accounting  policies.  Critical
accounting  policies  applied  in 2005 and  2004  financial  statements  include
accounting  for revenue  recognition,  accounting  for research and  development
costs, accounting for non-cash issuances of capital stock, accounting for income
taxes.

REVENUE  RECOGNITION - The Company  recognizes  revenue when there is persuasive
evidence of an  arrangement,  products have been delivered or services have been
provided  to the  customer,  the  sales  price  is fixed  or  determinable,  and
collectibility is reasonably assured.  Delivery terms are generally FOB shipping
point,  typically the Company's  facility.  Amounts billed in advance of revenue
recognition  are included in deferred  revenue.  Revenue from hardware  sales is
recognized  when the  product is shipped to the  customer  and when there are no
unfulfilled  obligations  that affect the customer's final  acceptance.  Revenue
from sales of software licenses and software maintenance subscriptions, which to
date have been  insignificant,  are recognized on a straight-line basis over the
subscription term.

                                       20
<PAGE>

RESEARCH AND  DEVELOPMENT  COSTS - Research  and  development  costs,  which are
comprised primarily of compensation,  consulting costs, supplies,  materials and
related costs, are expensed as incurred.

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

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

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15(b) as of the end of the period covered by this report. Based on that
evaluation,  the Chief  Executive  Officer  and  Chief  Financial  Officer  have
concluded that these  disclosure  controls and  procedures are effective.  There
were no changes in our internal  control  over  financial  reporting  during the
quarter  ended  September  30,  2005  that  have  materially  affected,  or  are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                       21
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 30,  2005,  the  Company  received a letter from SBD  claiming  that the
Company had defaulted on its payment obligations under the Note and that SBD has
the right to accelerate  the full payment of the  $1,150,000  Note.  The Company
engaged  in   discussions   with  SBD  to  resolve  its  claim  of  default  and
acceleration,  however,  on July 22,  2005,  the Company  received a letter from
SBD's legal counsel demanding possession of "all accounts,  accounts receivable,
good,  equipment,   inventory,   machinery,   fixtures,  cash,  securities,  all
intellectual  property,  including  trademarks,  services  marks,  trade  names,
copyrights,  patents, licenses,  including patent licenses,  contracts and other
tangible and intangible property."

On  September  8,  2005,  the  Company  received  notice  that  Masanek  and SBD
(collectively, the "Plaintiff"), filed legal action in the Circuit Court of Cook
County, Illinois County Department,  Law Division,  seeking an Order of Replevin
against the  Company,  case No. 05 L 050840.  Under the Order of  Replevin,  the
Plaintiff  alleged  that the Company is in default for  nonpayment  on the Note.
Default on the Note triggered the Plantiff's right,  under a Security  Agreement
dated  November 19, 2004, to immediate  possession of certain  collateral in the
Company including the Company's accounts, accounts receivables, goods, equipment
inventory,  machinery,  fixtures,  cash,  securities,  all intellectual property
including trademarks,  service marks, trade names,  copyrights,  patents, patent
licenses,  contracts and other tangible and intangible  contracts.  On September
29,  2005,  the  Company  agreed not to  contest  the Entry of  Judgment  on the
Replevin  action  in  exchange  for  the  Plaintiff's  payment  of  all  accrued
employee-health insurance premiums, in the amount of $31,000, payment of $20,000
toward accrued  payroll  subject to Plaintiff's  UCC sale of the  aforementioned
secured   collateral,   and  $32,833  in  cash   (collectively,   the   "Masanek
Settlement").

On October 26, 2005, the Company  received  notice that Bruno J. Riegl, a former
officer of the Company,  filed a Wage Claim  against the Company in the State of
Illinois, Department of Labor, Fair Labor Standards Division, seeking $28,153.38
in accrued salary and expenses, Wage Claim No. 05-004880.  The Company has filed
a response  disputing Mr. Riegl's claim and intends to vigorously defend against
the action.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On June 30,  2005,  the Company  received a letter  from  Masanek and SBD ("note
holder")  claiming  that the Company had  defaulted  on its payment  obligations
under the Note and that SBD has the right to accelerate  the full payment of the
$1,150,000  Note.  The Company  engaged in  discussions  with SBD to resolve its
claim of default  and  acceleration,  however,  on July 22,  2005,  the  Company
received  a  letter  from  SBD's  legal  counsel  demanding  possession  of "all
accounts, accounts receivable, good, equipment,  inventory, machinery, fixtures,
cash,  securities,  all intellectual  property,  including trademarks,  services
marks, trade names, copyrights,  patents,  licenses,  including patent licenses,
contracts and other tangible and  intangible  property." As detailed in Part II,
Item I of this Form 10QSB, Default on the Note triggered the note holders right,
under a Security  Agreement dated November 19, 2004, to immediate  possession of
certain  collateral in the Company  including the Company's  accounts,  accounts
receivables,  goods, equipment inventory, machinery, fixtures, cash, securities,
all intellectual  property  including  trademarks,  service marks,  trade names,
copyrights,   patents,  patent  licenses,   contracts  and  other  tangible  and
intangible  contracts.  On September 29, 2005, the Company  entered a settlement
agreement with the note holder  providing that the Company would not contest the
Entry of Judgment  for  transfer of the  aforementioned  collateral  to the note
holder in exchange for the note holder's payment of all accrued  employee-health
insurance premiums, in the amount of $31,000,  payment of $20,000 toward accrued
payroll  subject  to  Plaintiff's  UCC  sale  of  the   aforementioned   secured
collateral, and $32,833 in cash.

                                       22
<PAGE>

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits

2.1      Form of Agreement and Plan of Merger

3.1(i)   Articles of Incorporation

3.2(i)   Certificate of Amendment to the Articles of Incorporation

3.3(i)   Certificate of Amendment to the Articles of Incorporation

3.4(ii)  Bylaws

3.5(ii)  Amended Bylaws

4.1      Certificate of Designation

4.2      Amended Certificate of Designation

4.3      Form of Securities Purchase Agreement

4.4      Form of Registration Rights Agreement

4.5      Form of Warrant

4.6      Form of Additional Warrant

4.7      Form of Additional Investment Right

4.8      Form of Lock-Up Agreement

4.9      Form of Warrant issued to Paul Masanek

4.10     Secured Convertible Promissory Note

4.11     Form of Registration Rights Agreement with Paul Masanek and Services By
         Designwise, Ltd.

4.12     Form of Right of First Refusal Agreement

4.13     Form of Non-Qualified Stock Option Agreement

4.14     Form of Incentive Stock Option Agreement

4.15     Form of Excipio Group, S.A. Warrant

                                       23
<PAGE>

10.1     Employment Agreement with James E. Solomon

10.2     Intellectual Property License Agreement

10.3     Financial  Advisory  and  Investment  Banking  Agreement  with  Sunrise
         Securities Corp.

10.4     Public Relations  Retainer Agreement with with Sunrise Financial Group,
         Inc.

10.5     Base Agreement with International Business Machines Corporation

10.6     IBM Solutions Engagement Agreement Statement of Work

10.7     Arias Technology Corporation, Inc., Agreement for Consulting Services

10.8     TechAlt/Arias Statement of Work

10.9     Form of Agreement to Rescind Intellectual Property License Agreement

10.10    Form of Sales Agreement

10.11    Form of Security Agreement

10.12    Form of Settlement Agreement

10.13    Form of Technology Assignment and Bill of Sale

10.14    Form of Escrow Agreement

10.15    Form of Consulting Agreement

10.16    Form of Waiver and Amendment Agreement

10.17    2005 Stock Option Plan

10.18    Business Development Agreement with Excipio Group, S.A.

31.1     Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act

31.2     Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act

32       Certification   of  CEO  and  CFO   pursuant  to  Section  906  of  the
         Sarbanes-Oxley Act

                                       24
<PAGE>

(b) Reports on Form 8-K.

During the period  ended  September  30,  2005,  and for the  subsequent  period
through the date of this report, the Company filed the following reports on Form
8-K:

Date of Event Reported                          Items Reported*
----------------------                          --------------
July 7, 2005                                    Items 5.02 and 9.01

July 25, 2005                                   Items 2.04 and 9.01

September 13, 2005                              Item 8.01

October 6, 2005                                 Items 5.02, 8.01 and 9.01


* Previously filed.

                                       25
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.

                                           TECHALT, INC.



December 21, 2005                          /s/ David M. Otto
                                           ----------------------------------
                                           David M. Otto
                                           Chairman & Chief Executive Officer


December 21, 2005                          /s/ David M. Otto
                                           ----------------------------------
                                           Chief Financial Officer
                                           (Principal Financial Officer)

                                       26
<PAGE>

                                  EXHIBIT INDEX

2.1     Form of Agreement and Plan of Merger*

3.1(i)  Articles of Incorporation*

3.2(i)  Certificate of Amendment to the Articles of Incorporation*

3.3(i)  Certificate of Amendment to the Articles of Incorporation*

3.4(ii) Bylaws*

3.5(ii) Amended Bylaws*

4.1     Certificate of Designation*

4.2     Amended Certificate of Designation*

4.3     Form of Securities Purchase Agreement*

4.4     Form of Registration Rights Agreement*

4.5     Form of Warrant*

4.6     Form of Additional Warrant*

4.7     Form of Additional Investment Right*

4.8     Form of Lock-Up Agreement*

4.9     Form of Warrant issued to Paul Masanek*

4.10    Secured Convertible Promissory Note*

4.11    Form of Registration Rights Agreement with Paul Masanek and Services By
        Designwise, Ltd.*

4.12    Form of Right of First Refusal Agreement*

4.13    Form of Non-Qualified Stock Option Agreement*

4.14    Form of Incentive Stock Option Agreement*

4.15    Form of Excipio Group, S.A. Warrant*

10.1    Employment Agreement with James E. Solomon*

10.2    Intellectual Property License Agreement*

10.3    Financial  Advisory  and  Investment  Banking  Agreement  with  Sunrise
        Securities Corp.*

10.4    Public Relations  Retainer Agreement with with Sunrise Financial Group,
        Inc.*

10.5    Base Agreement with International Business Machines Corporation*

10.6    IBM Solutions Engagement Agreement Statement of Work*

10.7    Arias Technology Corporation, Inc., Agreement for Consulting Services*

10.8    TechAlt/Arias Statement of Work*

10.9    Form of Agreement to Rescind Intellectual Property License Agreement*

10.10   Form of Sales Agreement*

10.11   Form of Security Agreement*

10.12   Form of Settlement Agreement*

10.13   Form of Technology Assignment and Bill of Sale*

10.14   Form of Escrow Agreement*

10.15   Form of Consulting Agreement*

10.16   Form of Waiver and Amendment Agreement*

10.17   2005 Stock Option Plan*

10.18   Business Development Agreement with Excipio Group, S.A.*

31.1    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
        Attached

31.2    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
        Attached

32      Certification of CEO  and  CFO pursuant  to  Section  906  of  the
        Sarbanes-Oxley Act Attached

* Previously filed.

                                       27