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, 2004

                        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)

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

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

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 |_|

The number of shares of the Company's common stock outstanding on September 30,
2004: 12,000,000

<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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                  (dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                                                                 December 31,  September 30,
                                                                                     2003          2004
                                                                                 ------------  -------------
                                                                                               (Unaudited)
<S>                                                                                  <C>          <C>
Current assets
  Cash and cash equivalents                                                          $  --        $   1
                                                                                     -----        -----
                               Total current assets                                     --            1
Deposit                                                                                 --           20
                                                                                     -----        -----

                 Total                                                               $  --        $  21
                                                                                     =====        =====

Current liabilities
  Accounts payable                                                                   $   4        $  42
  Excess of checks issued over bank balance                                             --            8
  Compensation and other amounts payable to officer                                     --          172
  Accrued professional fees                                                             --          101
  Notes payable and other amounts due to related parties                                12           --
  Accrued preferred stock dividends                                                     --            3
                                                                                     -----        -----
                                                                                     -----        -----
                                Total current liabilities                            $  16        $ 326
                                                                                     -----        -----

Commitments and contingencies (Note 2)

Stockholders' Deficit
  Series A Convertible Voting Preferred stock, $0.001 par value, 4 million
    shares authorized in 2004, 500,000 shares issued and
    outstanding at September 30, 2004, liquidation preference of                        --          460
   $1 million
  Preferred stock, $0.001 par value, 100 million shares authorized, of which 4
    million were designated as Series A Convertible Preferred stock in 2004,
    none of the remaining 96 million shares authorized
    have been designated, issued or outstanding                                         --           --
  Common stock and additional paid-in capital. $0.001 par value,
    500 million shares authorized, shares issued and outstanding of
    12,000,000 and 13,875,000, respectively at September 30, 2004 and
    December 31, 2003                                                                   73          261
  Receivable from principal stockholder                                                            (100)
  Deficit accumulated to August 23, 2004                                               (89)        (107)
  Deficit accumulated during the development stage period                               --
  August 24, 2004 to September 30, 2004                                                 --         (819)
                                                                                     -----        -----
                                                                                       (16)        (765)

     Total stockholders' deficit                                                       (16)        (305)

                 Total                                                               $  --        $  21
                                                                                     =====        =====
</TABLE>

                 See accompanying notes to financial statements

                                      F-3

<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                      From the
                                                                                                                    Development
                                                                                                                    Stage Period
                                                                                                                  August 24, 2004
                                                                                                                       Through
                                                  Three months ended September 30, Nine months ended September 30,  September 30,
                                                        2004            2003            2004            2003            2004
                                                    ------------    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
Revenue                                             $         --    $         --    $         --    $         --    $         --
Cost of goods sold                                            --
                                                    ------------    ------------    ------------    ------------    ------------
Gross profit                                                  --              --              --              --              --
                                                    ------------    ------------    ------------    ------------    ------------
Operating expenses
  Selling, general and administrative                        218               2             222               5             204
  Compensation agreement expense                             173              --             173              --             173
  Financial consulting expenses                              150              --             150              --             150
  Acquired in-process research and development               238              --             238              --             238
  Research and development                                    51              --              51              --              51
                                                    ------------    ------------    ------------    ------------    ------------
     Total operating expenses                                830               2             834               5             816
                                                    ------------    ------------    ------------    ------------    ------------

Loss  from continuing operations before interest            (830)             (2)           (834)             (5)           (816)
Interest expense                                              --              --              --              --              --
                                                    ------------    ------------    ------------    ------------    ------------

Net loss                                                    (830)             (2)           (834)             (5)           (816)
Preferred stock dividends                                     (3)             --              (3)             --              (3)
                                                    ------------    ------------    ------------    ------------    ------------

Net loss attributable to common shareholders        $       (833)   $         (2)   $       (837)   $         (5)   $       (819)
                                                    ============    ============    ============    ============    ============

Basic and diluted net loss attributable to common
   Shareholders per share                           $      (0.04)   $      (0.00)   $      (0.03)   $      (0.00)   $      (0.09)
                                                    ============    ============    ============    ============    ============

Weighted average shares outstanding during period
   used in computing loss per share                   22,088,315      13,875,000      26,596,259      13,875,000       9,574,582
                                                    ============    ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                      F-4

<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           From the
                                                                                                          Development
                                                                                                         Stage Period
                                                                                                        August 24, 2004
                                                                                                            Through
                                                                         Nine months ended September 30,  September 30,
                                                                              2004            2003            2004
                                                                            --------        --------        --------
<S>                                                                         <C>             <C>             <C>
Cash flows from operating activities:
 Net loss                                                                   $   (834)       $     (5)       $   (816)
    Adjustments to reconcile net loss to net cash
      used  in operating activities:
        Financial consulting expense paid in stock                               150              --             150
       Acquired in-process research and development                              238              --             238
        Changes in operating assets and liabilities:
          Accounts payable                                                        46              (3)              1
          Accrued compensation and related liabilities                           173              --             173
          Accrued professional fees                                              101              --             101
          Accrued preferred stock dividends                                        3              --               3
          Other                                                                  (14)             --              (6)
                                                                            --------        --------        --------
               Net cash used in operating activities                            (137)             (8)           (156)
                                                                            --------        --------        --------

     Payments for other assets                                                   (20)             --              --
                                                                            --------        --------        --------
          Net cash used in investing activities                                  (20)             --              --
                                                                            --------        --------        --------

Cash flows from financing activities:
     Proceeds from sale of common stock                                           15              --              --
     Excess checks issued over bank balance                                        8              --               8
     Payment for cancellation of shares                                          (77)             --             (77)
     Proceeds from notes payable to related parties                               --              10              --
     Payments on notes payable to related parties                                (10)             --              --
     Proceeds from sale of preferred stock, net of issue costs                   460              --             460
     Payments to stockholder for liabilities paid in
     connection with the license agreement                                      (238)             --            (238)
                                                                            --------        --------        --------
         Net cash provided by financing activities                               158              10             153
                                                                            --------        --------        --------
Net increase (decrease) in cash and cash equivalents                               1               2              (3)
    Cash and cash equivalents, beginning of period                                --              --               4
Cash and cash equivalents, end of period                                    $      1        $      2        $      1
                                                                            ========        ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for interest                                                    $     --        $     --        $     --
                                                                            ========        ========        ========

   Receivable from stockholder obtained in connection
   with the Intellectual Property License Agreement and
   issuance of common stock                                                 $    100        $     --        $    100
                                                                            ========        ========        ========

   Liabilities paid in connection with the Intellectual
   Property License Agreement                                               $    238        $     --        $    238
                                                                            ========        ========        ========
</TABLE>

                 See accompanying notes to financial statements

                                      F-5

<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


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

DESCRIPTION  OF BUSINESS - Prior to August 24, 2004, the Company had no business
operations,  and very limited assets or capital resources, and its business plan
was to seek one or more  potential  business  ventures  that,  in the opinion of
management,  may warrant involvement by the Company. As a result of transactions
occurring in August 2004, as described below, and which include, but not limited
to the License  Agreement,  sale of Series A Convertible  Preferred  Stock,  the
Compensation  Agreement,  the financial  advisory  arrangement and the Agreement
with  IBM,  the   Company's   operations   now  relate  to  sales  of  wireless,
multi-network  communications  hardware  and  software  solutions  to be used by
emergency  first  responders  such as Police,  EMS and other  Homeland  Security
Agencies.

The Company is considered to have entered a new development  stage on August 24,
2004 as  defined in  Statement  of  Financial  Accounting  Standards  No. 7. The
Company has not paid any  dividends  and any  dividends  that may be paid in the
future  will  depend upon the  financial  requirements  of the Company and other
relevant  factors.  Activities  during the new development stage include raising
capital, developing the corporate infrastructure and research and development.

BASIS OF PRESENTATION AND GOING CONCERN - The accompanying  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.  However,  the  Company  has  incurred  losses  since  its
inception,  has  current  liabilities  in excess of  current  assets  and had no
on-going  operations.  As noted in the report of Independent  Registered  Public
Accounting Firm of the Company's December 31, 2003 financial  statements,  these
factors raise  substantial doubt about the ability of the Company to continue as
a going concern. In this regard,  management is proposing to raise any necessary
additional funds not provided by operations  through loans or through additional
sales of its  common  stock.  There is no  assurance  that the  Company  will be
successful  in  raising  this  additional  capital  or in  achieving  profitable
operations.  The financial  statements do not include any adjustments that might
result from the outcome of these uncertainties.


UNAUDITED  INTERIM FINANCIAL  STATEMENTS - The accompanying  balance sheet as of
September 30, 2004,  the  statements of  operations  and the  statements of cash
flows for the  interim  periods  ended  September  30,  2003 and  2004,  and the
statement  of  changes  in  stockholders'  deficit  for the  nine  months  ended
September 30, 2004, are unaudited.  The unaudited interim  financial  statements
have been prepared on the same basis as the annual financial  statements and, in
the opinion of management,  reflect all  adjustments,  which include only normal
recurring  adjustments,  necessary  to present  fairly the  Company's  financial
position,  results of  operations  and cash flows for the interim  periods ended
September 30, 2003 and 2004. In accordance with financial reporting requirements
for  interim  financial  statements,  certain  disclosures  included  in  annual
financial  statements  have been condensed or omitted,  and  accordingly,  these
financial  statements  should be read in conjunction with the Company's  audited
annual financial  statements  included in the Company's December 31, 2003 Annual
Report on Form 10-KSB.  The results of operations and cash flows for the interim
periods ended September 30, 2004 are not  necessarily  indicative of the results
to be expected for the year ending  December  31, 2004 or for any other  interim
period or for any future year.


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

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

LOSS PER  SHARE - The  computation  of loss per  share 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".
Dilutive  loss per share is not  presented  as the effects of  including  common
stock  equivalent  shares,  which  there  were  none of prior to 2004,  would be
anti-dilutive for all periods presented.  The unaudited computations of loss per
share for period ended  September  30,  2004,  exclude 1 million  common  shares
potentially  issuable  pursuant  to terms of  outstanding  Series A  Convertible
Preferred   Stock  and  1  million  common  shares  issuable  upon  exercise  of
outstanding Warrants.


                                      F-6
<PAGE>


                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

INCOME  TAXES - The  Company  accounts  for  income  taxes  in  accordance  with
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for 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.

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

RESEARCH AND  DEVELOPMENT--Research  and development  costs, which are comprised
primarily of supplies,  materials and related  costs,  are expensed as incurred.
The value of acquired  In-process Research and Development is charged to expense
on the date of acquisition.

RECENT ACCOUNTING  PRONOUNCEMENTS - Statement of Financial  Accounting Standards
("SFAS")  No.  146,  "Accounting  for Costs  Associated  with  Exit or  Disposal
Activities",  SFAS No. 147, "Acquisitions of Certain Financial Institutions - an
Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", SFAS
No. 148, "Accounting for Stock-Based  Compensation - Transition and Disclosure -
an Amendment of FASB Statement No. 123",  SFAS No. 149,  "Amendment of Statement
133 on  Derivative  Instruments  and  Hedging  Activities",  and SFAS  No.  150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities and Equity", were recently issued. SFAS No.  146,147,148,149 and 150
had no applicability to the Company or their effect on the financial  statements
would not have been significant.

NOTE 2 - RECENT DEVELOPMENTS AND SIGNIFICANT AGREEMENTS

CHANGE IN CONTROL - In March 2004,  the Company  issued 15 million shares of its
common  stock to an  individual  representing  52%  controlling  interest in the
Company.  Total  proceeds from the sale of stock  amounted to $15,000 (or $0.001
per share).  The former  officer and director  resigned and the  individual  was
elected as the sole officer and director of the Company.

LICENSE  AGREEMENT - On August 20, 2004, the Company and its then majority (52%)
shareholder  and  sole  member  of  its  board  of  directors  (the  "Warranting
Shareholder")  entered into an  Intellectual  Property  License  Agreement  with
Technology Alternatives, Inc. ("TAI"), which agreement (the "License Agreement")
was  consummated  on  August  24,  2004  ("Closing").  Pursuant  to the  License
Agreement,  in exchange for the issuance of 10,044,000  shares of Company common
stock ("Common Stock"), the Company licensed certain intellectual property owned
by TAI.  The  initial  term of the  License  is 6 months,  which 6 month term is
automatically  extended for additional 6 month terms until  terminated by mutual
agreement  of the Company and TAI.  Pursuant to terms of the License  Agreement,
the Company is to receive  $100,000 from TAI to satisfy certain  liabilities and
27,219,000 shares of Common Stock were cancelled. The receivable from TAI is due
on demand  and is  presented  as a  component  of  Stockholders'  Deficit in the
accompanying balance sheet at September 30, 2004.

In  connection  with the License  Agreement  the Company made payments to former
shareholders of approximately  $77,000 for the cancellation of stock, which such
amounts have been recorded as a decrease in common stock and additional  paid-in
capital in a manner similar to accounting for the acquisition of Treasury Stock.
Additionally,   the  Company  paid  certain  TAI  liabilities  of  approximately
$238,000,  which were  subsequently  paid to TAI and others.  The amount of paid
liabilities has been allocated to "In-process  Research and  Development"  costs
pertaining to the  intellectual  property rights licensed in connection with the
License  Agreement  and were  immediately  expense as of the  license  date as a
result  of  the   licensed   Intellectual   Property  not  having  yet  attained
technological feasibility.

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


                                      F-7
<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - RECENT DEVELOPMENTS AND SIGNIFICANT AGREEMENTS (CONTINUED)

LICENSE  AGREEMENT  - After  issuance  of shares and  cancellation  of shares in
connection  with the  License  Agreement,  TAI owns 4  million  shares of the 12
million  total  outstanding  and  James E.  Solomon  ("Solomon"),  the  majority
shareholder of TAI,  directly or beneficially  owns 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, has
control to vote  approximately 71% of the Company's  outstanding  common shares.
Inasmuch as Solomon has a majority  ownership  interest in the Company after the
issuance  of  common  shares  in  connection  with the  License  Agreement,  the
Intellectual Properties rights acquired by the Company have been recorded in the
amount of Solomon's net book value of such assets,  and that same value assigned
to  shares  issued.  As a result  of  previously  expensing  costs  incurred  in
connection with developing such assets,  the net book value was $0, which is the
value  recorded by the Company for this  transaction  accounted  for in a manner
similar to that ascribed for transactions with entities under common control.

In connection with the License Agreement,  Solomon was appointed to the Board of
Directors of the Company and appointed  President and Chief Executive Officer of
the Company,  and the Warranting  Shareholder  resigned from all positions as an
officer and director of the Company.

SALE OF SERIES A CONVERTIBLE PREFERRED STOCK, WARRANTS AND ADDITIONAL INVESTMENT
RIGHTS - On August 24, 2004, pursuant to the private offering exemption provided
in Rule 506 of  Regulation  D of the  Securities  Act of 1933,  in exchange  for
$500,000,  before  offering  costs of  approximately  $40,000,  the Company sold
500,000  shares of its Series A  Convertible  Preferred  Voting Stock  (purchase
price of $1.00 per share)  (the  "Series A  Preferred"),  warrants to purchase 1
million  shares of the Company's  common stock at an exercise price of $1.00 per
share for the period  ending  five  years from  issuance  (the  "Warrants")  and
Additional Investment Rights to purchase 3.5 million additional shares of Series
A Preferred with 7 million  warrants at a purchase price of $1.00 per share (the
"Series A Preferred Rights") (the "Offering").  Each share of Series A Preferred
is convertible  into two shares of the Company's  common stock,  at a conversion
price of $0.50 per common share, the price  determined by Company  management to
represent  the fair  value of such  stock at the  issuance  date.  The  Series A
Preferred  holders have voting rights on an as converted basis. In October 2004,
pursuant to the Additional  Investment  Rights, the Company issued an additional
170,000 shares of Series A Preferred and Warrants to purchase  340,000 shares of
common stock, each security having the same terms as those in the Offering,  and
received cash proceeds of $170,000.

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,  at a $2.00 per share  liquidation  preference  amount,  payment of
dividends and  distributions to holders of common stock to the same extent as if
such holders of preferred stock had converted into common shares,  voting rights
on an as converted  basis, and limits payment of dividends on common stock until
certain financial targets are met.

The use of proceeds from the Offering were designated for the Company's  general
corporate  and working  capital  purposes,  and  prohibited  certain other uses,
including  payments to TAI. The  aforementioned  payments of $238,000 to TAI and
others were otherwise prohibited,  but have been orally consented to by Series A
Preferred  shareholders.  Pursuant to terms of a Securities  Purchase  Agreement
with respect to the Offering,  under certain  circumstances,  the Company may be
required to redeem the Series A Preferred.

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 1 million  shares of Company  common  stock at an  exercise
price being fair value at date of grant,  subject to  vesting.  During the three
months ended September 30, 2004, the Company recorded  approximately $130,000 of
compensation  expense  incurred upon execution of the  Employment  Agreement for
compensation due upon signing and  approximately  $43,000 of expense relating to
reimbursement  to Solomon for costs and  expenses  incurred in  connection  with
development  and  support of  Intellectual  Property  acquired  pursuant  to the
License Agreement. The Employment Agreement also provides for the Company to pay
Solomon for certain executive officer benefits throughout the term.


                                      F-8
<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - RECENT DEVELOPMENTS AND SIGNIFICANT AGREEMENTS (CONTINUED)

LITIGATION AND SETTLEMENT  AGREEMENT - In August 2004, Paul Masanek ("Masanek"),
a 45%  shareholder of TAI, and Services By Designwise,  Ltd., a company owned by
Masanek ("SBD") (SBD and Masanek,  collectively  "Masanek"),  filed a lawsuit in
the Circuit Court of Cook County,  Illinois (the "court"),  against  Solomon and
TAI (the  "Lawsuit").  The Lawsuit is comprised of (i) a Verified  Complaint for
Declaratory,  Injunctive and Other Relief (the  "Complaint"),  (ii) a Motion for
Temporary  Restraining Order (the "Restraining  Order"),  and (iii) a Motion for
Preliminary Injunction (the "Injunction").  The Lawsuit alleges Solomon and TAI,
among other things,  engaged in ultra vires acts,  breached their fiduciary duty
and  were  oppressive  of  Masanek  in  connection  with  certain   contemplated
financials  (the  "Financing")  and  potential  transaction  involving  TAI (the
"Transaction")  and in the removal of Masanek as an executive officer and member
of the board of TAI. The Complaint also claims that Masanek owns 49% of TAI, not
45%. Masanek seeks,  among other things,  a declaratory  judgment that Masanek's
removal  from the board of TAI is  invalid  and that  certain  actions  taken by
Solomon  and TAI in  connection  with  the  Financing  and the  Transaction  are
invalid.  Masanek seeks injunctive relief  reinstating his position on the board
and preventing the approval or  implementation  of the Financing between TAI and
Sunrise Securities Corp. an investment advisor, and the Transaction and ordering
TAI  and  Solomon  to  consider   other   financing  and  business   combination
alternatives.  Masanek  seeks to have  Solomon  removed as a director and claims
Solomon breached an alleged "Directors Agreement:  pursuant to which the parties
allegedly agreed that the board of TAI would be comprised of 2 persons,  Solomon
and Masanek.  Masanek also alleges that Solomon and TAI tortuously inferred with
SBD's  relationship  with its  employees,  that TAI owes  Masanek  approximately
$700,000 for services rendered and that TAI owes Masanek approximately  $400,000
in connection with a loan.

In October 2004,  the Company  entered an Agreed Order along with TAI,  Solomon,
Masanek (collectively,  the "Parties"), in connection with the Lawsuit. Pursuant
to the Order and  continuation of the pending  standstill  agreement,  the Court
found that the Parties had agreed in  principal  to the full  resolution  of all
claims  in the  Lawsuit,  subject  to the  execution  of  definitive  Settlement
Agreements, which definitive agreements are still being negotiated.

NAME CHANGE - Effective  October 15, 2004, the Company's name changed from Dendo
Global, Corp. to TechAlt, Inc.

CHANGE IN  AUTHORIZED  SHARES - In October  2004,  the  authorized  shares  were
increased to 500 million common and 100 million preferred.

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


                                      F-9
<PAGE>

                                  TECHALT, INC.
                          (FORMERLY DENDO GLOBAL CORP.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - RECENT DEVELOPMENTS AND SIGNIFICANT AGREEMENTS (CONTINUED)

AGREEMENT WITH IBM - On October 11, 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.

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.

FACILITIES LEASE - In September 2004, the Company entered into a lease agreement
for corporate office  facilities  having a term ending August 2006 and providing
for minimum rental payments of  approximately  $40,000,  $123,000 and $83,000 in
2004, 2005 and 2006, respectively.

EMPLOYEES  - As of  November  2004,  the  Company  has 17  full-time  employees,
approximately 12 of which work at the Company's  corporate office  facilities in
Arlington  Heights,   Illinois,  a  suburb  of  Chicago.   Monthly  gross  wages
approximates $150,000.

PROMISSORY NOTE - In October 2004, the Company entered into a $13,000 Promissory
Note payable to a bank,  due April 2007,  bearing  interest at an annual rate of
5.75%,  and payable at $467 per month for 30 months.  The proceeds from the note
was used to purchase an automobile.  The Promissory Note is collateralized by an
automobile owned by the Company and is guaranteed by Solomon.

REGISTRATION  STATEMENT ON FORM SB-2 - The Company is in the process of filing a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
regarding the  registration of  approximately 34 million shares of the Company's
common  stock to be sold by certain  stockholders  of the  Company.  The selling
stockholders  will offer the 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 the sales of the common stock by the selling stockholders.  Shares
of the Company's  common stock are not  currently  quoted on any exchange or the
over-the-counter  bulletin board market.  The Company has applied for trading of
its common stock on the over-the-counter bulletin board.


                                      F-10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

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

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

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

Prior to August 24,  2004,  the  Company had no  business  operations,  and very
limited  assets or capital  resources,  and its business plan was to seek one or
more potential business ventures that, in the opinion of management, may warrant
involvement  by the  Company.  As a result of  transactions  occurring in August
2004,  as described  below,  and which  include,  but not limited to the License
Agreement,  sale of  Series A  Convertible  Preferred  Stock,  the  Compensation
Agreement,  the financial  advisory  arrangement and the Agreement with IBM, the
Company's   operations   now   relate  to  sales  of   wireless,   multi-network
communications  hardware  and software  solutions to be used by emergency  first
responders such as Police, EMS and other Homeland Security Agencies. The Company
is  considered  to be a  development  stage  company for  purposes of  financial
statement  presentation and reporting,  and has determined August 24, 2004 to be
the inception of its development stage.

LICENSE  AGREEMENT - On August 20, 2004, the Company and its then majority (52%)
shareholder  and  sole  member  of  its  board  of  directors  (the  "Warranting
Shareholder")  entered into an  Intellectual  Property  License  Agreement  with
Technology Alternatives, Inc. ("TAI"), which agreement (the "License Agreement")
was  consummated  on  August  24,  2004  ("Closing").  Pursuant  to the  License
Agreement,  in exchange for the issuance of 10,044,000  shares of Company common
stock ("Common Stock"), the Company licensed certain intellectual property owned
by TAI.  The  initial  term of the  License  is 6 months,  which 6 month term is
automatically  extended for additional 6 month terms until  terminated by mutual
agreement of the Company and TAI. As partial consideration for entering into the
License  Agreement,  the Company  will also  received  $100,000  cash to satisfy
certain liabilities. In connection with the License Agreement, 27,219,000 shares
of Common Stock were cancelled.

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

After  issuance  of shares and  cancellation  of shares in  connection  with the
License Agreement, TAI owns 4 million shares of the 12 million total outstanding
and James E. Solomon  ("Solomon"),  the majority shareholder of TAI, directly or
beneficially  owns 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, has control to vote approximately 71%
of the Company's outstanding common shares.

<PAGE>


In connection with the License Agreement,  Solomon was appointed to the Board of
Directors of the Company and appointed  President and Chief Executive Officer of
the Company,  and the Warranting  Shareholder  resigned from all positions as an
officer and director of the Company.

SALE OF SERIES A CONVERTIBLE PREFERRED STOCK, WARRANTS AND ADDITIONAL INVESTMENT
RIGHTS - On August 24, 2004, pursuant to the private offering exemption provided
in Rule 506 of  Regulation  D of the  Securities  Act of 1933,  in exchange  for
$500,000,  before of offering costs of approximately  $40,000,  the Company sold
500,000 shares of its Series A Convertible  Preferred  Stock  (purchase price of
$1.00 per share)  (the  "Series A  Preferred"),  warrants  to purchase 1 million
shares of the  Company's  common  stock at an exercise  price of $1.00 per share
(the  "Warrants")  and  Additional  Investment  Rights to  purchase  3.5 million
additional  shares of Series A Preferred at a purchase  price of $1.00 per share
(the  "Series A  Preferred  Rights")  (the  "Offering").  Each share of Series A
Preferred is  convertible  under  certain  circumstances  into two shares of the
Company's common stock. In October 2004,  pursuant to the Additional  Investment
Rights,  the Company issued an additional 170,000 shares of Series A Convertible
Preferred  Stock and Warrants to purchase  340,000 shares of common stock,  each
security  having  the same terms as those in the  Offering,  and  received  cash
proceeds of $170,000.

Terms of Series A Preferred  provides for,  among other things,  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,  payment of dividends and distributions to
holders of common stock to the same extent as if such holders of preferred stock
had converted into common  shares,  voting rights on an  as-converted  basis and
limits payment of dividends on common stock until certain  financial targets are
met.

COMPENSATION  AGREEMENT - In August 2004, the Company entered into an Employment
Agreement  with  Solomon,  pursuant  to which  Solomon is to be  employed by the
Company  as Chief  Executive  Officer  for an initial  period of 3 years,  which
period shall be  automatically  renewed  until  terminated  by the Company.  The
Employment   Agreement  provides  for  annual   compensation  of  $175,000,   an
opportunity  for  Solomon to earn  additional  annual  bonuses  upon the Company
attaining  certain  financial  targets,  and for the  Company  to grant  Solomon
options to  purchase 1 million  shares of Company  common  stock at an  exercise
price being fair value at date of grant,  subject to  vesting.  During the three
months ended September 30, 2004, the Company recorded  approximately $130,000 of
compensation  expense  incurred upon execution of the  Employment  Agreement for
compensation due upon signing and  approximately  $43,000 of expense relating to
reimbursement  to Solomon for costs and  expenses  incurred in  connection  with
development  and  support of  Intellectual  Property  acquired  pursuant  to the
License Agreement. The Employment Agreement also provides for the Company to pay
Solomon for certain executive officer benefits throughout the term.

LITIGATION AND SETTLEMENT  AGREEMENT - Paul Masanek  ("Masanek"),  and a company
controlled by him, Services By Designwise,  Ltd. ("SBD"), filed a lawsuit in the
State of Illinois against us asserting among other things,  that it was improper
for the Company to enter into an Intellectual  Property  License  Agreement with
Technology  Alternatives,  Inc.  pursuant to which  certain of the  intellectual
property of Technology  Alternatives,  Inc. was licensed to the Company. Masanek
also alleges that the License Agreement was an attempt to "squeeze" him out from
being permitted to make decisions regarding Technology  Alternatives,  Inc., was
not an  acceptable  business  transaction  for  Technology  Alternatives,  Inc.,
amounts to a transfer of all or  substantially  all of the assets of  Technology
Alternatives,   Inc.,   effectively   dilutes  his   ownership   in   Technology
Alternatives,   Inc.,  and  diverts  a  corporate  opportunity  from  Technology
Alternatives, Inc.

The  Company has  reached an  agreement  in  principal  with  Masanek and SBD to
dismiss the lawsuit against the Company. The settlement  agreements  anticipated
to be  executed  by  the  parties  consist  of  the  following  agreements:  (i)
Settlement Agreement,  (ii) Sales Agreement,  (iii) Consulting  Agreement,  (iv)
Secured  Convertible  Promissory Note  convertible  into 1,125,000 shares of our
common stock at $1.00 per share, (v) a Warrant to purchase 750,000 shares of our
common  stock,  exercise  price of $1.00 per  share,  (vi)  Registration  Rights
Agreement,  (vii) Right of First Refusal Agreement,  (viii) Security  Agreement,
and (ix)  Agreement  and Plan of Merger by and  among  the  Company,  Technology
Alternatives,  Inc.,  TechAlt  Acquisitions,  Inc., James E. Solomon and Masanek
("Merger Agreement") (collectively,  the "Settlement Documents"). The Settlement
Documents will not become effective until the satisfaction of certain conditions
of an  Escrow  Agreement.  As of the date of this  Registration  Statement,  the
material  terms of the Escrow  Agreement were still being  negotiated  among the
parties.

<PAGE>


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

AGREEMENT WITH IBM - On October 11, 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 will 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.

FACILITIES LEASE - In September 2004, the Company entered into a lease agreement
for corporate office  facilities  having a term ending August 2006 and providing
for minimum rental payments of  approximately  $40,000,  $123,000 and $83,000 in
2004, 2005 and 2006, respectively.

EMPLOYEES  - As of  November  2004,  the  Company  has 18  full-time  employees,
approximately 12 of which work at the Company's  corporate office  facilities in
Arlington Heights,  Illinois, a suburb of Chicago.  Monthly compensation expense
approximates $150,000 .

PROMISSORY NOTE - In October 2004, the Company entered into a $13,000 Promissory
Note payable to a bank,  due April 2007,  bearing  interest at an annual rate of
5.75%,  and  payable at $467 per month for 30  months.  The  Promissory  Note is
collateralized  by an  automobile  owned by the  Company  and is  guaranteed  by
Solomon.

REGISTRATION  STATEMENT ON FORM SB-2 - The Company is in the process of filing a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
regarding the  registration of  approximately 34 million shares of the Company's
common  stock to be sold by certain  stockholders  of the  Company.  The selling
stockholders  will offer the 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 the sales of the common stock by the selling stockholders.  Shares
of the Company's  common stock are not  currently  quoted on any exchange or the
over-the-counter  bulletin board market.  The Company has applied for trading of
its common stock on the over-the-counter bulletin board.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

During the nine months ended  September  30, 2004,  the  Company's  net loss was
$834,000 as compared to a net loss of $5,000 during the  comparative  prior year
period.  The Company's net loss of $834,000 for the nine months ended  September
30, 2004, all of which for the exception of $18,000 related to the period August
24 through  September  30, 2003,  included  $173,000 of  compensation  agreement
expense  representing  amounts owed the Company's Chief  Executive  Officer upon
execution of the Compensation  Agreement,  which such amounts have not been paid
as of September 30, 2004, and $150,000 of financial  advisory  services  expense
representing  the value of 300,000  shares of Company  common  stock issued to a
financial  advisor  for  services  provided.  In  connection  with  the  License
Agreement,  the Company paid certain TAI liabilities of approximately  $238,000,
which were subsequently  paid to TAI and others.  The amount of paid liabilities
has been allocated to "In-process  Research and Development" costs pertaining to
the  intellectual  property  rights  licensed  in  connection  with the  License
Agreement and were immediately expense as of the license date as a result of the
licensed   Intellectual   Property   not  having  yet   attained   technological
feasibility.

Selling,  general and administrative expenses of $222,000 included approximately
$135,000  of legal  and  accounting  fees,  $101,000  of which  are  accrued  at
September 30, 2004. The remaining $87,000 of selling, general and administrative
and the $51,000 of research and development  expenses are comprised primarily of
compensation and related expenses.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

During  the  nine-months  ended  September  30,  2004,  cash  used by  operating
activities was approximately  $137,000 as compared to cash used of $8,000 during
the comparative prior year period. Cash provided by financing activities for the
nine-months ended September 30, 2004 was $158,000,  resulting primarily from net
proceeds  received  from sale of Series A  Convertible  Preferred  Stock  during
August 2004 of $460,000 and net proceeds of $15,000 received from the sale of 15
million  shares of Company  common  stock in March 2004,  reduced by $238,000 of
payments  to TAI and others in  connection  with the License  Agreement,  and by
$77,000 of payments to two of the  Company's  former  majority  shareholders  in
connection  with  cancellation of  approximately  27.2 million shares of Company
common  stock  pursuant  to terms of the License  Agreement,  and by $10,000 for
repayment  of notes  payable to related  parties.  Cash  provided  by  financing
activities during the comparative prior year period,  was $10,000 resulting from
proceeds pursuant to borrowings from related parties.

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

As disclosed in the Report of Independent  Registered  Public Accounting Firm on
the Company's  financial  statements  for the years ended  December 31, 2003 and
December 31, 2002,  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.

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

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 September 30, 2004 financial  statements include
accounting  for  research and  development  costs,  accounting  for issuance and
cancellation of common shares in connection with the License Agreement,  as well
as preparation of financial statements on a going concern basis.

RESEARCH AND  DEVELOPMENT  COSTS - Research  and  development  costs,  which are
comprised primarily of compensation and related costs, are expensed as incurred.
The value of acquired  In-process Research and Development is charged to expense
on the date of acquisition.

ACCOUNTING  FOR THE  LICENSE  AGREEMENT  - Inasmuch  as  Solomon  has a majority
ownership  interest  in the  Company  after the  issuance  of  common  shares in
connection  with the  License  Agreement,  the  Intellectual  Properties  rights
acquired by the Company have been  recorded in the amount of Solomon's  net book
value of such assets, and that same value assigned to shares issued. As a result
of previously  expensing  costs  incurred in  connection  with  developing  such
assets,  the net book value was $0,  which is the value  recorded by the Company
for this  transaction  accounted  for in a manner  similar to that  ascribed for
transactions with entities under common control.

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.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

The  Company  has  evaluated,  with the  participation  of the  Company's  Chief
Executive Officer and Chief Financial  Officer,  the effectiveness of the design
and  operation  of  the  Company's  disclosure  controls  and  procedures  as of
September  30,  2004  pursuant  to  Exchange  Act Rule  15d-15.  Based upon that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in the Company's  periodic SEC filings.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation.
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 7, 2004, TechAlt,  Inc., a Nevada corporation (the "Company") entered
an Agreed Order (the  "Order")  along with  Technology  Alternatives,  Inc.,  an
Illinois  corporation  ("TAI"),  James  E.  Solomon  ("Solomon"),  Paul  Masanek
("Masanek") and Services By Designwise,  Ltd., an Illinois  corporation  ("SBD")
(collectively,  the  "Parties"),  in connection with a lawsuit filed against the
Company  in the  Circuit  Court of Cook  County,  Illinois,  County  Department,
Chancery  Division,  No. 04 CH 14001,  titled  "Paul  Masanek,  and  Services By
Designwise,  LTD.,  an  Illinois  corporation,  Plaintiffs,  v.  James  Solomon,
Technology Alternatives,  Inc., an Illinois corporation, and Dendo Global Corp.,
a/k/a TechAlt, Inc., a Nevada corporation, Defendants" (the "Amended Lawsuit").

Pursuant to the Order and continuation of the pending standstill agreement,  the
Court found that the Parties had agreed in principal to the full  resolution  of
all  claims in the  Amended  Lawsuit  subject  to the  execution  of  definitive
agreements,  which  definitive  agreements  the  Parties  anticipated  would  be
completed on or before November 5, 2004.

On November 5, 2004, the Parties were still in discussions  regarding completion
of the definitive agreements in connection with the settlement and resolution of
all claims pertaining to the Amended Lawsuit.  Accordingly,  the Parties entered
an Agreed Order continuing the pending standstill agreement until the earlier of
the closing of the  settlement  documents  and entry of an order of dismissal of
the  Amended  Lawsuit  or until  the time set by the Court  for  hearing  on the
plaintiffs' Second Amended Motion for Temporary Restraining Order.

On November 12, 2004, the Parties entered an Agreed Order continuing the pending
standstill  agreement  until  the  earlier  of the  closing  of  the  settlement
documents and entry of an order of dismissal of the Amended Lawsuit or until the
time set by the Court for hearing on the  plaintiffs'  Second Amended Motion for
Temporary  Restraining  Order.  The November 12, 2004 Agreed Order also provided
that in the event the parties fail to finalize  all of the  relevant  settlement
documents,  either party may petition the Court before December 16, 2004 to have
the Court set the hearing on  Plaintiffs'  Second  Amended  Motion For Temporary
Restraining Order.

The Parties  anticipate  completion  of the  settlement  documents  on or before
November 24, 2004.

ITEM 2. UNREGISTERED SALES OF SECURITIES

Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under  Section 4(2) and of the  Securities  Act of 1933,  in August
2004, the Company  issued 300,000 shares of common stock to a financial  advisor
in exchange for services  rendered in connection  with the  introduction  of the
Company and TAI (defined below).

Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under  Section 4(2) and of the  Securities  Act of 1933,  in August
2004,  TechAlt  entered into an  Intellectual  Property  License  Agreement (the
"License Agreement") with Technology Alternatives, Inc., an Illinois corporation
("TAI").  Pursuant to the License Agreement, in exchange for the issuance of ten
million  forty  four  thousand  (10,044,000)  shares of common  stock to TAI and
certain  other  individuals  and  entities,  TAI Licensed  certain  intellectual
property to the Company.

Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under  Section 4(2) and of the  Securities  Act of 1933,  in August
2004, in exchange for Five Hundred Thousand Dollars  ($500,000) the Company sold
500,000 shares of the Company's  Series A Convertible  Preferred Stock (purchase
price of One Dollar ($1.00) per share) (the "Series A  Preferred"),  warrants to
purchase  1,000,000  shares of the Company's common stock (exercise price of One
Dollar  ($1.00)  per share)  (the  "Warrants")  and AIRs to  purchase  3,500,000
additional  shares of Series A Preferred  (purchase  price of One Dollar ($1.00)
per share), which exercise of the AIRs in the aggregate entitle the investors to
Additional Warrants (exercise price of One Dollar ($1.00) per share) to purchase
7,000,000  shares  of  common  stock  of  the  Company,  in the  aggregate  (the
"Offering").  Each share of the Series A Preferred  converts into two (2) shares
of the common stock of the Company.

Pursuant to the "safe harbor" private offering exemption provided by Rule 506 of
Regulation D under  Section 4(2) and of the  Securities  Act of 1933, in October
2004,  the Company  issued  170,000  shares of Series A Preferred and Additional
Warrants  to purchase  340,000  shares of common  stock  pursuant to the partial
exercise on by an investor in the Offering of its Additional Investment Right.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

On October  15,  2004,  pursuant  to the  written  consent of a majority  of the
shareholders of the Company, the Company (i) changed of the Company's legal name
to "TechAlt,  Inc." and (ii) increased the authorized  shares of Common Stock of
the Company from  50,000,000 to 500,000,000  shares and increased the authorized
shares of Preferred  Stock of the Company from 5,000,000 to  100,000,000  shares
(collectively,  the "Corporate Actions").  Additional  information regarding the
Corporate Actions may be found in the Definitive 14C Information Statement filed
by the Company with the United  States  Securities  and Exchange  Commission  on
September 24, 2004.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

      See Exhibit Index

<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.

November 15, 2004                      /s/ James E. Solomon
                                       -----------------------------------------
                                       James E. Solomon
                                       President & Chief Executive Officer
                                       (Principal Executive Officer)

November 15, 2004                      /s/ Irwin Williamson
                                       -----------------------------------------
                                       Irwin Williamson
                                       Chief Financial Officer
                                       (Principal Financial Officer)

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
 EXHIBIT NO.                        DESCRIPTION                                              LOCATION
------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                    <C>
   3.1(i)      Articles of Incorporation                              Incorporated by reference to Exhibit 3.1 of the
                                                                      Company's Form 10-SB filed October 29,1999

------------------------------------------------------------------------------------------------------------------------------
   3.2(i)      Certificate of Amendment to the Articles of            Incorporated by reference to Exhibit 3.2 of the
               Incorporation                                          Company's Form 10-SB filed October 29,1999

------------------------------------------------------------------------------------------------------------------------------
   3.3(i)      Certificate of Amendment to the Articles of            Incorporated by reference to Exhibit 3..3(i) of the
               Incorporation                                          Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
   3.4(ii)     Bylaws                                                 Incorporated by reference to Exhibit 3.3 of
                                                                      the Company's Form 10-SB filed October 29,1999

------------------------------------------------------------------------------------------------------------------------------
   3.5(ii)     Amended Bylaws                                         Incorporated by reference to Exhibit 3.2 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.1       Certificate of Designation                             Incorporated by reference to Exhibit 4.1 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.2       Form of Securities Purchase Agreement                  Incorporated by reference to Exhibit 10.3 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.3       Form of Registration Rights Agreement                  Incorporated by reference to Exhibit 10.4 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.4       Form of Warrant                                        Incorporated by reference to Exhibit 10.5 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.5       Form of Additional Warrant                             Incorporated by reference to Exhibit 10.6 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.6       Form of Additional Investment Right                    Incorporated by reference to Exhibit 10.8 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
     4.7       Form of Lock-Up Agreement                              Incorporated by reference to Exhibit 10.7 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.1       Employment Agreement with James E. Solomon             Incorporated by reference to Exhibit 10.2 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.2       Intellectual Property License Agreement                Incorporated by reference to Exhibit 10.1 of the
                                                                      Company's Form 8-K filed August 27, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.3       Financial Advisory and Investment Banking Agreement    Incorporated by reference to Exhibit 10.3 of the
               with Sunrise Securities Corp.                          Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.4       Public Relations Retainer Agreement with Sunrise       Incorporated by reference to Exhibit 10.4 of the
               Securities Corp.                                       Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.5       Base Agreement with International Business Machines    Incorporated by reference to Exhibit 10.5 of the
               Corporation                                            Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.6       IBM Solutions Engagement Agreement Statement of Work   Incorporated  by  reference  to Exhibit 10.6 of the
                                                                      Company's Form SB-2  Registration  Statement  filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.7       Arias Technology Corporation, Inc., Agreement for      Incorporated by reference to Exhibit 10.7 of the
               Consulting Services                                    Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    10.8       TechAlt/Arias Statement of Work                        Incorporated by reference to Exhibit 10.8 of the
                                                                      Company's Form SB-2 Registration Statement filed
                                                                      November 15, 2004

------------------------------------------------------------------------------------------------------------------------------
    31.1       Certification of Chief Executive Officer pursuant to   Attached
               Section 302 of the Sarbanes-Oxley Act of 2002.

------------------------------------------------------------------------------------------------------------------------------
    31.2       Certification of Chief Financial Officer pursuant to   Attached
               Section 302 of the Sarbanes-Oxley Act of 2002.

------------------------------------------------------------------------------------------------------------------------------
    32.1       Certification of Chief Executive Officer pursuant to   Attached
               Section 906 of the Sarbanes-Oxley Act of 2002.

------------------------------------------------------------------------------------------------------------------------------
   32.2       Certification of Chief Financial Officer pursuant to   Attached
               Section 906 of the Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>