UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                      For the Year Ended September 30, 2005

                              File Number: 0-32201


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


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


      23 Brigham Road, Worcester, MA                        01609
(Address of principal executive offices)                  (Zip Code)

                                 (508) 755-0754
              (Registrants telephone number, 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 [ ]

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

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

The issuer had no revenues for the year ended September 30, 2005.

Aggregate market value of the voting stock held by non-affiliates computed by
reference to the closing price at which the common stock sold on the
Over-the-Counter on December 23, 2005: $6,690,000. The voting stock held by
non-affiliates on that date consisted of 2,230,000 shares of common stock.

Number of shares outstanding of each of the issuer's class of common stock as of
December 23, 2005:

            Common Stock: 12,780,000          Preferred Stock: 0
<PAGE>
                                TABLE OF CONTENTS




PART I ......................................................................  1

ITEM 1.  DESCRIPTION OF BUSINESS ............................................  1
ITEM 2.  DESCRIPTION OF PROPERTY ............................................  5
ITEM 3.  LEGAL PROCEEDINGS ..................................................  6
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS...............  6

PART II .....................................................................  6

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...........  6
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS ..............................................  6
ITEM 7.  FINANCIAL STATEMENTS ...............................................  7
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE .........................................................  7

PART III ....................................................................  8

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .................  8
ITEM 10. EXECUTIVE COMPENSATION .............................................  8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .....  9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .....................  9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ...................................  9
ITEM 14. CONTROLS AND PROCEDURES ............................................ 10

SIGNATURES .................................................................. 10
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

Tasco Holdings provides production of visual content and other digital media,
including still media, 360-degree images, video, animation and audio for the
Internet. Tasco specializes most particularly in the production of still media
or images which provide a complete image - from ground to sky, floor to ceiling
in an expansive 360-degree viewing field.

The capture and processing of visual content and other digital media requires
time, technical expertise, extensive relationships and resources. For example,
providing a nationwide content capture network requires the management of
relationships of photographers across broad geographic areas. In addition,
preparing digital media content for Internet distribution requires varying
degrees of processing technology, quality assurance and image and multimedia
enhancement. Further, delivering visual content and other digital media to a
wide variety of e-commerce web sites and Internet portals requires a highly
scalable and reliable infrastructure as well as the development and maintenance
of affiliate relationships. As a result, businesses are searching for a
comprehensive provider of solutions so that they can focus on their core
competencies without having to develop and maintain their own digital media
infrastructure.

We initially plan to seek income by providing businesses and consumers
production of visual content and other digital media, including still media, 360
degree images, video, animation and audio for the Internet. In order to provide
production of visual content and other digital media solutions, we plan to
develop certain relationships with photographers and visual content producers so
we can offer our services in many areas in the United States. After the digital
content is in place, we will offer production of still media or 360 degree
images for our clients, which we believe currently offers the most compelling
visual content for the Internet. In addition we will offer production of other
visual media including video, animation and audio for the Internet.

The emergence of the Internet and secure transaction networks has generated
significant opportunities for businesses and consumers to conduct electronic
commerce. International Data Corporation, or IDC, estimates e-commerce revenues
will grow from approximately $130 billion worldwide in 1999 to $1.6 trillion
worldwide by 2003. The popularity of the Internet has resulted in substantial
growth in the number and types of web sites. Due to this dramatic increase,
operators of web sites must devote significant time and resources to attract and
retain site traffic and generate online transactions. In order to fulfill these
objectives, companies are seeking more compelling visual content and other
digital media to significantly enhance the quality of their online presence.
Current technological innovations in the industry offer businesses the
opportunity to provide online visual content of a more realistic and interactive
nature. By using these innovations, businesses can increase the frequency and
duration of web site visits, potentially accelerating e-commerce transactions
and increasing advertising revenues.

We will offer complete production services providing complete visual content and
digital media solutions to businesses and consumers across the Internet. The
Company intends to target vertical markets including:

     Real Estate - Residential and commercial real estate companies and
     professionals can use our services to provide online 360-degree images of
     properties including existing homes, new homes, rental apartments and
     office buildings and their surrounding areas. Our production service will
     enable real estate professionals to cost-effectively market properties to a
     wider audience.

                                       1
<PAGE>
     Travel and Hospitality - Hotel chains, vacation resorts, cruise lines, golf
     courses, restaurants, theme parts, major tourist attractions and tourism
     bureaus can utilize our digital media production services to enhance their
     online marketing. Providing 360 degree images offers a prospective visitor
     the opportunity to take online tours of rooms, meeting and conference
     facilities and attractions.

     Automotive - Automobile companies can utilize our digital media production
     services to create virtual showrooms and highlight differences between
     different models and their respective option packages. Consumers can
     experience a realistic perspective of both the interior and exterior of a
     car while receiving on-screen descriptions of particular features.

     Entertainment - Our digital media production services can be offered to
     sports, theater or musical arenas to offer on-line tours of seating, to
     make it easier and convenient to purchase tickets knowing exactly where
     seating is available in reference to the staged event.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

The Company intends to purchase hardware, software and digital photographic
equipment to produce complete visual content and other digital media. Samples of
digital media content for still media, 360 degree images, video, animation and
audio are available for viewing on our web site at www.tasco360.com. We are now
seeking strategic relationships with photographers and other visual content
producers so we can offer our services in many areas of the United States.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES

Tasco Holdings has no new product or service planned or announced to the public.

COMPETITION AND COMPETITIVE POSITION

The market for production of visual content and other digital media solutions is
new and rapidly evolving. As the demand for production of visual content
solutions increases, we expect competition to intensify. The Company competes
with providers of imaging technology who, in addition to owning the technology,
also produce visual content for businesses and consumers. Our competitors have
greater financial, marketing, distribution and technical resources. We also
compete with traditional off line methods of marketing real estate properties,
including classified ads, brochures and still photos. Our success will be
dependent on our ability to compete with these and any other competitors on the
quality of our solutions and their cost effectiveness. There is no assurance
that we will be successful in that competition. We are not aware of any
significant barriers to our entry into the visual content solutions market,
however, at this time, we have no sales or share of this market.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We will utilize our management's background to offer our service on the Internet
without the use of major suppliers of raw materials.

                                       2
<PAGE>
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Tasco Holdings will not depend on any one or a few major customers. We intend to
utilize our management's experience to make our services easily accessible via
web search engines as well as direct advertising to target audiences including
real estate agencies, travel and hospitality firms, auto sales and entertainment
venues.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans to apply for registrations such as patents, trademarks,
additional copyrights, franchises, concessions, royalty agreements or labor
contracts. We will assess the need for any copyright, trademark or patent
applications on an ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Tasco Holdings is not required to apply for or have any government approval for
its products or services.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

Tasco Holdings is not aware of any federal laws and regulations that would have
an adverse effect directly or indirectly on its operations.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Tasco Holdings has not expended funds for research and development costs since
inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Tasco Holdings is not aware of any environmental regulations that could directly
effect its operations, but no assurance can be given that environmental
regulations will not, in the future, have a material adverse impact on our
business.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

Tasco's sole employee, it's officer and director, will devote as much time as
the board of directors determines is necessary to manage the affairs of the
company.

RISKS

Investors in Tasco Holdings should carefully consider the following risk factors
associated with our plans and product:

WE ARE A DEVELOPMENT STAGE COMPANY WITH LIMITED OPERATING HISTORY. THIS WILLMAKE
IT DIFFICULT FOR OUR SHAREHOLDERS TO EVALUATE OUR FUTURE PLANS AND PROSPECTS.

     Investors should carefully evaluate any investment in our company due to
     the inherent risks, expenses, delays, and difficulties that will likely be
     a part of our development. As we are implementing a business plan with no
     near-term revenues, we expect to incur net losses in the foreseeable
     future.

                                       3
<PAGE>
OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR TASCO
HOLDINGS WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR
BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL
OF THEIR INVESTMENT IN OUR STOCK.

     As noted in our accompanying financial statements, our current financial
     condition of nominal assets and limited operating business activities
     necessary for revenues and operating capital create substantial doubt as to
     our ability to continue as a going concern. If our business plan does not
     work, we could remain as a start-up company with no material operations,
     revenues, or profits.

TASCO HOLDINGS HAS LIMITED SALES, UNPROVEN MARKET AND CONSUMER DEMAND. WITHOUT
SIGNIFICANT USER DEMAND FOR OUR SERVICES, THE COMPANY COULD HAVE CONTINUED
NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.

     The lack of a proven market for our services means that the true market for
     this service may be minor or nonexistent. This could result in little or no
     sales.

OUR BUSINESS STRATEGY REQUIRES ADDITIONAL WORKING CAPITAL. WITHOUT REVENUE OR
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH LIMITED MATERIAL
OPERATIONS, REVENUES, OR PROFITS.

     As of September 30, 2005, we have a cash balance of $0 and face the need
     for substantial additional working capital in the near future. No assurance
     can be given that we will be able to organize debt or equity financing, or
     that if available, it will be available on terms and conditions
     satisfactory to management and might dilute current shareholders. We
     currently have no funding commitments from any individuals or entities. If
     we use equity capital as a source of funding, potential new shareholders
     may be unwilling to accept either the likely dilution of their per share
     value or the high level of risk involved with our unproven new product.
     Without this funding, we may be only partially successful or completely
     unsuccessful in implementing our business plan, and our shareholders may
     lose part or all of their investment.

OUR COMPETITORS HAVE BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY
GREATER RESOURCES THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE ENOUGH CUSTOMER
MARKET SHARE IN OUR INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR
BUSINESS PLAN ANTICIPATES.

     In our development stage, we have size and market share disadvantages as we
     attempt to implement our marketing plan. We plan to market it by Internet
     and direct advertising, utilizing the services of a marketing manager.
     However, we may be unsuccessful in achieving our sales goals and market
     share and, therefore, be unable to ever become a competitive force in our
     industry.

THERE IS A VERY LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, AND OUR STOCK PRICE
COULD BE VOLATILE AND COULD DECLINE FOLLOWING THIS OFFER, RESULTING IN A
SUBSTANTIAL LOSS ON YOUR INVESTMENT

                                       4
<PAGE>
     Our stock is considered a penny-stock. In addition, the stock market in
     general, and the market for technology-related stocks in particular, has
     been highly volatile in the recent past. As a result, the market price of
     our common stock is likely to be similarly volatile, and investors in our
     common stock may experience a decrease in the value of their stock,
     including decreases unrelated to our operating performance or prospects.
     The price of our common stock could be subject to wide fluctuations in
     response to a number of factors, including those listed in this section of
     the prospectus and others such as:

     *    Publication of research reports about us or our industry by security
          analysts;
     *    Speculation in the press or investment community; and
     *    General market or economic conditions, including factors unrelated to
          our performance

OUR SOLE OFFICER BENEFICIALLY OWNS 78% OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF OUR STOCK.

     Due to the controlling amount of our officer and director's share ownership
     in our company, if he decides to sell his shares in the public market, the
     market price of our stock could decrease and all shareholders suffer a
     dilution of the value of their stock.

OUR COMMON STOCK COULD BE CONSIDERED A "PENNY STOCK"

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

ITEM 2 - DESCRIPTION OF PROPERTY

Tasco Holdings does not have any property and at this time has no agreements to
acquire any property. Our principal executive office address is 23 Brigham Road,
Worcester, MA 01609. The principal executive office and telephone number are
provided by John Lauring, the officer of the corporation. The costs associated
with the use of the telephone and mailing address were deemed by management to
be immaterial as they were almost exclusively used by the officer for other
business purposes. We intend to use our current address for our business
activities until we have sufficient funds to lease office space.

                                       5
<PAGE>
ITEM 3 - LEGAL PROCEEDINGS

We are unaware of any litigation pending, threatened or contemplated, or
unsatisfied judgments against us, or any proceedings in which the company is a
party. We know of no legal actions pending or threatened or judgment against any
officer or director of the company in her capacity as such.

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

No matters were submitted to a vote of security holders during the year ended
September 30, 2005.

                                    PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock; Related Information

Our common stock is traded on the OTCBB under the symbol "THII". Prior to August
29, 2005 our Common Stock traded under the symbol "TSOI".

     2004                            High             Low
                                     ----             ---
           First Quarter              NA               NA
           Second Quarter             NA               NA
           Third Quarter              NA               NA
           Fourth Quarter             NA               NA

     2005
           First Quarter              NA               NA
           Second Quarter             NA               NA
           Third Quarter              3.70             2.50

As of December 23, 2005 there were approximately 25 holders of our Common Stock
and -0- holders of our Preferred stock.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

Tasco Holdings's cash balance as of September 30, 2005 is $0. We are a
development stage company and have generated no revenue to date. We have sold
$11,790 in equity securities to pay for our prior minimum level of operations.

The report of our Independent Registered Public Accounting Firm states due to
our losses and current level of operations, there exists substantial doubt as to
our ability to continue as a going concern. We believe we can maintain our
operations, secure funding and implement our business plan in order to generate
revenues for our company within the next twelve months. However, there is no
guarantee that the company will be able to raise any funding from outside
sources. If our business plan does not work, we could remain as a start-up
company with limited operations, and no revenues or profits.

                                       6
<PAGE>
As of the date of this filing, we have taken the following steps: developed our
business plan, we have purchased the URL (domain name) for our web site
www.tasco360.com, began to make our company's business and financial information
available to the public through filings with the Securities and Exchange
Commission subject to disclosure rule of the Exchange Act of 1934 and contacted
a market maker to apply to have the common shares of the Company quoted on the
Over the Counter Electronic Bulletin Board. We have also completed our sales DVD
demo for our media kit and expanded our web site. After securing funding, our
business plan goals include our need to budget for the first year $10,000 for
operating expenses, $25,000 for the purchase of equipment and furniture, $12,000
for marketing and advertising. We currently have no known source for these
funds.

We will only be able to implement our business plan if we receive funding. As of
the date of this filing, we have not identified any sources of our planned
funding and have not initiated any fund raising efforts. We will face
considerable risk in each of our business plan steps, such as difficulty of
hiring competent personnel within our budget, a shortfall of funding due to our
inability to raise capital. If no funding is received during the next twelve
months, we will be forced to rely on existing cash in the bank and funds loaned
by our officer and director. Without necessary cashflow, Tasco Holdings may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.

ITEM 7 - FINANCIAL STATEMENTS

The audited financial statements of Tasco for the years ended September 30, 2005
and 2004, and related notes which are included in this offering have been
examined by Armando C. Ibarra, CPA, and have been so included in reliance upon
the opinion of such accountants given upon their authority as an expert in
auditing and accounting.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

Since inception, the Company has not changed accountants and has utilized the
services of Armando C. Ibarra, CPA. During that period, there have been no
disagreements with the accountants regarding accounting and financial
disclosure.

                                       7
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of September 30, 2005.

     Name                    Age                 Position
     ----                    ---                 --------
     John Lauring            51         Director, President, Sec., Treas.

     Glen DeVore             68         Director

There are no other persons nominated or chosen to become Directors or Executive
Officers, nor do we have any employees other than the above. There is no
arrangement or understanding between any of our Directors or Officers pursuant
to which they were elected to their office. The removal of a Director from the
Board can be succeeded only by the following actions: (1) majority vote of the
existing Directors; or (2) majority vote of the shareholders of record.

RESUME

John Lauring - Director, President, Secretary and Treasurer.

John Lauring has served as President, Secretary, Treasurer and Director of the
Company from August 2005 to current. Mr. Lauring has also served as President of
Lauring Construction, a Massachusetts based General Contracting Firm since 1984.

Glen DeVore - Director

Glen DeVore has served as Director of the Company from August 2005 to current.
Mr. DeVore served as a pilot with United Airlines from 1964 to 1997 and is
currently retired from the airline industry.

ITEM 10 - EXECUTIVE COMPENSATION

Tasco Holdings's current officer receives no compensation.  The current
Board of Directors is comprised of Mr. Lauring and Mr. DeVore.

<TABLE>
<CAPTION>

Name and                                           Restricted                            All Other
Principal                                            Stock        Options/      LTIP      Compen-
Position            Year    Salary($)   Bonus($)   Award(s)($)     SARs(#)   Payouts($)  sation($)
--------            ----    ---------   --------   -----------     -------   ----------  ---------
<S>                <C>     <C>         <C>        <C>             <C>        <C>        <C>
A. Humphreys        2004      -0-         -0-          -0-           -0-         -0-        -0-
Former              2005      -0-         -0-          -0-           -0-         -0-        -0-
President

John Lauring,
President & CEO     2005      -0-         -0-          -0-           -0-         -0-        -0-
</TABLE>

                                       8
<PAGE>
There are no current employment agreements between the company and its executive
officer.

The officer and director currently devotes an immaterial amount of time to
manage the affairs of the company. The director and principal officer has agreed
to work with no remuneration until such time as the company receives sufficient
revenues necessary to provide proper salaries to all officers and compensation
for directors' participation. The officer and the board of directors have
determined that a minimum cash balance of not less than $10,000 will be
necessary before officers may receive compensation. At this time, management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation. There are no annuity, pension
or retirement benefits proposed to be paid to officers, directors or employees
of Tasco Holdings in the event of retirement at normal retirement date pursuant
to any presently existing plan provided or contributed to by the company.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Tasco Holding's
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of Tasco's common stock through the
most current date - September 30, 2005:

     Title of          Name &                    Amount &              Percent
      Class            Address              Nature of Ownership         Owned
      -----            -------              -------------------         -----
      Common         John Lauring               10,000,000               78%
      Common         Glen DeVore                   550,000                4%

      Total Shares Owned by Officers
       & Directors as a Group                   10,550,000                4%

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

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

                                       9
<PAGE>
ITEM 14 - CONTROLS AND PROCEDURES

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

(a) Evaluation of Disclosure Controls and Procedures

Based on his evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that the Company's disclosure controls
and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) are effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.

(b) Changes in Internal Controls

Based on his evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that there were no significant changes
in the Company's internal controls over financial reporting or in any other
areas that could significantly affect the Company's internal controls subsequent
to the date of her most recent evaluation, including corrective actions with
regard to significant deficiencies and material weaknesses.

                                   SIGNATURES

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

TASCO HOLDINGS INTERNATIONAL, INC.


By: /s/ John Lauring
   ---------------------------
   John Lauring
   Director and President                                Dated December 29, 2005

                                       10
<PAGE>
                                ARMANDO C. IBARRA
                          Certified Public Accountants
                           A Professional Corporation


Armando C. Ibarra, C.P.A.                   Members of the California Society of
                                            Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD             Members of the of American Institute
                                            of Certified Public Accountants
                                            Registered with the Public Company
                                            Accounting Oversight Board


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Tasco International, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Tasco  International,  Inc. (A
Exploration Stage Company) as of September 30, 2005, and the related  statements
of operations, changes in stockholders' equity, and cash flows for the period of
October  6, 1998  (inception)  through  September  30,  2005  (year-end).  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility is to express an opinion on these statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the Company as of September 30,
2005,  and the  results of its  operations  and its cash flows for the period of
October 6, 1998  (inception)  through  September 30, 2005, in conformity with US
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  Because of the  Company's  current
status and limited  operations  there is substantial  doubt about its ability to
continue as a going concern.  Management's plans in regard to its current status
are also  described  in Note 4. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Armando C. Ibarra, CPA
---------------------------------
Armando C. Ibarra, CPA

Chula Vista, Ca.
December 28, 2005

                       371 E Street Chula Vista, CA. 91910
                     tel: (619) 422-1348 fax: (619) 422-1465

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

<TABLE>
<CAPTION>
                                                                          As of              As of
                                                                      September 30,      September 30,
                                                                          2005               2004
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $     --           $    315
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                          --                315
                                                                        --------           --------
      TOTAL ASSETS                                                      $     --           $    315
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                      $  1,743           $  4,412
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                  1,743              4,412
                                                                        --------           --------
      TOTAL LIABILITIES                                                    1,743              4,412

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value authorized
   20,000,000 shares authorized; none
   issued and outstanding.)                                                   --                 --
  Common stock, ($.0001 par value authorized
   80,000,000 shares authorized; 12,780,000
   shares issued and outstanding as of
   September 30, 2005 and 2004)                                            1,278              1,278
  Additional paid-in capital                                              31,895             22,874
  Deficit accumulated during development stage                           (34,916)           (28,249)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (1,743)            (4,097)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $     --           $    315
                                                                        ========           ========
</TABLE>

                       See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                                                    October 6, 1998
                                                                                     (inception)
                                             Year Ended           Year Ended           through
                                            September 30,        September 30,       September 30,
                                                2005                 2004                2005
                                            ------------         ------------        ------------
<S>                                         <C>                  <C>                 <C>
REVENUES
  Revenues                                  $         --         $         --        $      1,000
                                            ------------         ------------        ------------
TOTAL REVENUES                                        --                   --               1,000

GENERAL & ADMINISTRATIVE EXPENSES                  6,667                7,999              35,941
                                            ------------         ------------        ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES            6,667                7,999              35,941

OTHER INCOME & (EXPENSES)
  Other income                                        --                   25                  25
                                            ------------         ------------        ------------
TOTAL OTHER INCOME & (EXPENSES)                       --                   25                  25
                                            ------------         ------------        ------------

NET LOSS                                    $     (6,667)        $     (7,974)       $    (34,916)
                                            ============         ============        ============

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

                       See Notes to Financial Statements

                                      F-3
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
          From October 6, 1998 (inception) through September 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                       Accumulated
                                                             Common       Additional     During
                                              Common         Stock         Paid-in     Development
                                              Stock          Amount        Capital        Stage          Total
                                              -----          ------        -------        -----          -----
<S>                                         <C>           <C>            <C>          <C>            <C>
Stock issued for cash on October 6,
1998 @ $0.0001 per share                     1,000,000       $    100       $    (90)      $     --       $     10

Stock issued for cash on October 9,
1998 @ $0.0001 per share                     1,300,000            130          1,170             --          1,300

Stock issued for cash on October 12,
1998 @ $0.0001 per share                       190,000             19            171             --            190

Stock issued for cash on April 1,
1999 @ $0.0001 per share                       290,000             29            261             --            290

Net loss, October 6, 1998 (inception)
through September 30, 1999                                                                     (295)          (295)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 1999                  2,780,000            278          1,512           (295)         1,495
                                            ==========       ========       ========       ========       ========
Stock issued for cash on October 19,
1999 @  $0.01 per share                     10,000,000          1,000          9,000                        10,000

Net loss, October 1, 1999 through
September 30, 2000                                                                             (367)          (367)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2000                 12,780,000          1,278         10,512           (662)        11,128
                                            ==========       ========       ========       ========       ========
Net loss, October 1, 2000 through
September  30, 2001                                                                         (11,028)       (11,028)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER  30, 2001                12,780,000          1,278         10,512        (11,690)           100
                                            ==========       ========       ========       ========       ========
Net loss, October 1, 2001 through
September 30, 2002                                                                           (4,257)        (4,257)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 31, 2002                 12,780,000          1,278         10,512        (15,947)        (4,157)
                                            ==========       ========       ========       ========       ========
Net loss, October 1, 2002 through
September 30, 2003                                                                           (4,328)        (4,328)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2003                 12,780,000          1,278         10,512        (20,275)        (8,485)
                                            ==========       ========       ========       ========       ========
Contributed capital                                                           12,362                        12,362

Net loss, October 1, 2003 through
September 30, 2004                                                                           (7,974)        (7,974)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2004                 12,780,000          1,278         22,874        (28,249)        (4,097)
                                            ==========       ========       ========       ========       ========
Contributed capital                                                            9,021                         9,021

Net loss, October 1, 2004 through
September 30, 2005                                                                           (6,667)        (6,667)
                                            ----------       --------       --------       --------       --------
BALANCE, SEPTEMBER 30, 2005                 12,780,000       $  1,278       $ 31,895       $(34,916)      $ (1,743)
                                            ==========       ========       ========       ========       ========
</TABLE>
                       See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                                                                  October 6, 1998
                                                                                                    (inception)
                                                                  Year Ended       Year Ended        through
                                                                 September 30,    September 30,    September 30,
                                                                     2005             2004             2005
                                                                   --------         --------         --------
<S>                                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (6,667)        $ (7,974)        $(34,916)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Amortization                                                        --               --              240
   Changes in operating assets and liabilities:
     (Increase) decrease in organization costs                           --               --             (240)
     Increase (decrease) in accounts payable                         (2,669)           3,562            1,743
     Increase (decrease) in notes payable                                --           (7,622)              --
                                                                   --------         --------         --------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          (9,336)         (12,034)         (33,173)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                                           --               --            1,278
  Additional paid-in  capital                                         9,021           12,362           31,895
                                                                   --------         --------         --------
        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           9,021           12,362           33,173
                                                                   --------         --------         --------

NET INCREASE (DECREASE) IN CASH                                        (315)             328               --

CASH AT BEGINNING OF YEAR                                               315              (13)              --
                                                                   --------         --------         --------
CASH AT END OF YEAR                                                $     --         $    315         $     --
                                                                   ========         ========         ========

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

                       See Notes to Financial Statements

                                      F-5
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

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

b. Use of Estimates

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

c. Cash Equivalents

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

d. Development Stage

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

e. Income Taxes

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

                                      F-6
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


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

e. Income Taxes (Continued)

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

f. Basic Earnings (Loss) per Share

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

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

NEW ACCOUNTING PRONOUNCEMENTS:

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

                                      F-7
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


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

NEW ACCOUNTING PRONOUNCEMENTS:

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

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

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

                                      F-8
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 3. WARRANTS AND OPTIONS

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

NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$34,916 during the period from October 6, 1998 (inception) through September 30,
2005. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

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

NOTE 5. INCOME TAXES

                                                        As of September 30, 2005
                                                        ------------------------
     Deferred tax assets:
     Net operating tax carryforwards                            $ 5,237
     Other                                                            0
                                                                -------
     Gross deferred tax assets                                    5,237
     Valuation allowance                                         (5,237)
                                                                -------

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

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

                                      F-9
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 6. SCHEDULE OF NET OPERATING LOSSES

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

     Net Operating Loss                                         $(34,916)
                                                                ========

As of September 30, 2005, the Company has a net operating loss  carryforward  of
approximately  $34,916,  which  will  expire 20 years from the date the loss was
incurred.

NOTE 7. RELATED PARTY TRANSACTION

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

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

NOTE 8. STOCK TRANSACTIONS

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

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

                                      F-10
<PAGE>
                            TASCO INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 8. STOCK TRANSACTIONS (CONTINUED)

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

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

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

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

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

As of September 30, 2005 the Company had  12,780,000  shares of its common stock
issued and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of September 30, 2005:

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

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

                                      F-11