U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                    Mark One

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                For the quarterly period ended September 30, 2005

                                       OR

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

                        Commission file number 333-120807

                                 XACT AID, Inc.

                 (Name of Small Business Issuer in Its Charter)

                 Nevada                                        11-3718650
      (State Or Other Jurisdiction Of                      (I.R.S. Employer
       Incorporation Or Organization)                      Identification No.)

     143 Triunfo Canyon Road, Suite 104, Westlake Village, California 91362
               (Address Of Principal Executive Offices) (Zip Code)

                                  805-494-3884
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes |X| No |_|

Transitional Small Business Disclosure Format: Yes |_| No |X|

The total number of shares of the registrant's Common Stock, par value $.001 per
share, outstanding on November 1, 2005 was 12,773,521

<PAGE>

                                 Xact Aid, Inc.

                              Index to Form 10-QSB

                                                                            Page

Part I-- FINANCIAL INFORMATION
         Item 1. Financial Statements
               Balance Sheet at September 30, 2005 (Unaudited)               2
               Statements of Operations for the Three Months
                  Ended September 30, 2005 and 2004                          3
               Statements of Cash Flows for the Three Months Ended
                  September 30, 2005 and 2004                                4
               Notes to Financial Statements                                 6
         Item 2. Management's Discussion and Analysis                       15
         Item 3. Controls and Procedures                                    18

Part II-- OTHER INFORMATION
         Item 1.  Legal Proceedings                                         18
         Item 2.  Change in Securities and Use of Proceeds                  18
         Item 3.  Defaults Upon Senior Securities                           19
         Item 4.  Submission of Matters to a Vote of Securities Holders     19
         Item 5.  Other Information                                         19
         Item 6.  Exhibits and Reports on Form 8-K                          19


                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

XACT AID, INC.

                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                     ASSETS                             September 30, 2005
                                                                           -----------
<S>                                                                        <C>
Current assets:
     Cash                                                                  $     1,138
     Inventories                                                                42,898
     Prepaid expenses                                                            6,898
     Notes receivable                                                           20,000
                                                                           -----------

         Total current assets                                                   70,934

Pending Patent                                                               1,000,000
Note receivable from a related party                                            91,958
Deferred financing cost, net of accumulated amortization of $39,556             29,128
Other assets                                                                       225
                                                                           -----------

                                                                           $ 1,192,245
                                                                           ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued expenses                                 $    51,160
     Notes payable                                                              10,702
     Notes payable - assignment of pending patent                              500,000
     Notes payable to related parties                                           43,000
                                                                           -----------

         Total current liabilities                                             604,862

Convertible notes payable, net of unamortized debt discount of $58,494         941,506
Note payable -assignment of pending patent
                                                                               500,000

         Total liabilities                                                   2,046,368
                                                                           -----------

Commitments and contingencies

Stockholders' deficit:
     Common stock, $0.001 par value; 100,000,000 shares authorized;
       11,901,000 shares issued and outstanding as of September 30, 2005        11,901
     Additional paid-in capital                                                648,232
     Accumulated deficit                                                    (1,514,256)
                                                                           -----------

         Total stockholders' deficit                                          (854,123)
                                                                           -----------

                                                                           $ 1,192,245
                                                                           ===========
</TABLE>

                 See accompanying notes to financial statements


                                      F-2
<PAGE>

                                 XACT AID, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   For The               For The
                                                              Three Months Ended    Three Months Ended
                                                              September 30, 2005    September 30, 2004
                                                              ------------------    ------------------
<S>                                                           <C>                   <C>
Revenue                                                       $               --    $               --

Costs and expenses:
      Cost of revenue                                                         --                    --
      General and administrative                                         (81,821)              (39,906)
      -
                                                              ------------------    ------------------

Operating loss                                                           (81,821)              (39,906)

Other expense:
      Interest, net                                                     (239,357)                 (487)
      Other, net                                                           6,932                     5
                                                              ------------------    ------------------

Net loss                                                      $         (314,246)              (40,388)
                                                              ==================    ==================

Net loss available to common stockholders per common share:
      Basic and diluted                                       $            (0.12)   $           (40.62)
                                                              ==================    ==================

Weighted average shares outstanding:
      Basic and diluted                                                2,549,767                 1,000
                                                              ==================    ==================
</TABLE>

See accompanying notes to financial statements

                                       F-3

<PAGE>

                                 XACT AID, INC.

                           D STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For The               For The
                                                             Three Months Ended    Three Months Ended
                                                             September 30, 2005    September 30, 2004
                                                             ------------------    ------------------
<S>                                                          <C>                   <C>

Cash flows from operating activities:
   Net loss                                                  $         (314,246)   $          (40,621)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization                                         --                   495
       Amortization of debt discount and non-cash interest
         expense                                                        215,794                    --
         Changes in operating assets and liabilities
           Notes receivable                                             (20,000)                   --
           Note receivable from related party                            74,091                    --
           Deferred costs                                                13,176                    --
           Prepaid expenses                                               9,778                (5,200)
           Other assets                                                     160                    --
           Accounts payable and accrued expenses                        (37,395)                  912
                                                             ------------------    ------------------

   Net cash (used) in operating activities                              (58,682)              (44,414)
                                                             ------------------    ------------------

Cash flows from investing activities:
  Acquisition of pending patent                                      (1,000,000)                   --
                                                             ------------------    ------------------

   Net cash (used in) provided by investing activities               (1,000,000)                   --
                                                             ------------------    ------------------

Cash flows from financing activities:
   Payments on notes payable to related parties                              --              (248,957)
   Payments on capital leases                                                --                (1,573)
   Proceeds from notes payable-pending patent                         1,000,000                    --
                                                             ------------------    ------------------

   Net cash (used) provided by financing activities                   1,000,000              (250,530)
                                                             ------------------    ------------------
</TABLE>

CONTINUED ...


                                      F-4
<PAGE>

                                 XACT AID, INC.

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>
                                                                                        For The              For The
                                                                                   Three Months Ended   Three Months Ended
                                                                                   September 30, 2005   September 30, 2004
                                                                                   ------------------   ------------------
<S>                                                                                <C>                  <C>
Net increase in cash                                                                          (58,682)            (294,944)

Cash, beginning of period                                                                      59,820              308,911
                                                                                   ------------------   ------------------

Cash, end of period                                                                             1,138   $           13,967
                                                                                   ==================   ==================

Supplemental cash flow disclosures:

   Cash paid during the year for:
       Interest                                                                    $               --   $               22

                                                                                   ==================   ==================

Schedule of Non-Cash Activities:

   Issuance of equity instruments in connection with
   deferred finance costs                                                          $           13.176   $               --
                                                                                   ==================   ==================

   Amortization of deferred financing costs and debt discount against additional
   paid-in capital upon conversion of notes
   payable                                                                         $          215,794   $               --
                                                                                   ==================   ==================
</TABLE>


                                      F-5
<PAGE>

                                 XACT AID, INC.
                        Notes to the Financial Statements
                            As of September 30, 2005

NOTE 1 -   CONDENSED FINANCIAL STATEMENTS

The accompanying September 30, 2005 financial statements have been prepared by
the Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 30, 2005
and 2004 and for all periods presented have been made. Certain information and
Footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's June 30, 2005 audited financial
statements. The results of operations for periods ended September 30, 2005 and
2004 are not necessarily indicative of the operating results for the full years.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND AND ORGANIZATION

Xact Aid, Inc. was formed in the State of Nevada on April 19, 2004. On April 30,
2004, we issued 1,000 shares of our common stock (representing all of our issued
and outstanding shares) to Addison-Davis Diagnostics, Inc. (F/K/A QT5, Inc.), a
Delaware corporation ("Addison-Davis"), in consideration of Addison-Davis
advancing start-up and operating capital in the aggregate amount of $191,682 to
us. We repaid this amount in November 2004 and December 2004. On August 30,
2004, we filed a trademark application for "Xact Aid." On October 15, 2004, we
assumed a $68,000 promissory note payable by Addison-Davis and secured by the
assets of Addison-Davis in order to facilitate our anticipated spin-off from
Addison-Davis.


                                      F-6
<PAGE>

On November 15, 2004, we acquired the Xact Aid line of first aid products for
minor injuries. from Addison-Davis in accordance with an Agreement of Sale and
Transfer of Assets entered into between us and Addison-Davis. The assets
acquired were, including all goodwill appurtenant thereto, (a) inventory; (b)
confidential and proprietary information relating to the Xact Aid products; (c)
Seller's domain names including source codes, user name and passwords; (d) all
designs and copyrights in connection with the Trademark; and (e) all records and
materials relating to suppliers and customer list. In full consideration for all
the acquired assets, we agreed to (i) repay funds advanced by Addison-Davis for
our operating expenses from inception to September 30, 2004, which were repaid
in November 2004 and December 2004 in the aggregate amount of $191,682 ; (ii)
assume a promissory note issued to Xact Aid Investments in the amount of
approximately $15,700 and (iii) issue to Addison-Davis 2,000,000 shares of our
common stock

From our inception to May 9, 2005, the date that we were spun-off from
Addison-Davis, Addison-David was our sole stockholder and as such we were a
wholly-owned subsidiary of Addison-Davis and included in the consolidated
financial statements filed by Addison-Davis with the Securities and Exchange
Commission.

GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of liabilities that might
result from the outcome of this uncertainty. It is management's intention to
seek additional operating funds through operations and debt or equity offerings
however, management has yet to decide what types of offerings are available to
the Company or how much capital the Company will eventually raise. There is no
guarantee that the Company will be able to raise any capital through any type of
offerings.


                                      F-7
<PAGE>


NOTE 3 - DESCRIPTION OF BUSINESS

Xact Aid Products include wound-specific First Aid Packs for insect bites, minor
burns, burns, scrapes, cuts and sprains which provide materials to clean, treat,
dress and maintain a specific type of minor injury. The Company believes that an
over-the-counter, consumer based market exists for wound-specific first aid
kits. Xact Aid's products are now being marketed to a broad range of retail
categories including chain pharmacies, convenience stores and include, among
others, Ace Hardware, Target, Costco, CVS Pharmacy and Rite Aid Pharmacy. The
Company also believes that there is a strong secondary market opportunity for
bundling, which would consist of packaging our products with another company's
products, and private label product configuration for corporate promotion and
fundraisings, which consists of corporate logos on our products which can be
distributed to clients. The Company is in various stages of market development.
These stages are comprised of initial, second and third meetings with over two
dozen retailers to approve the Company's products in their shelves plan. As of
the date of this filing, no products have been approved for sale.

In September 2005, the Company entered into a license agreement and acquisition
agreement in order to develop, market and sell a new product. In September 2005,
the Company entered into a License Agreement with Addison-Davis Diagnostics,
Inc. ("License Agreement") under which the Company licensed the right,
worldwide, to utilize for commercial purposes under the Company's brand name, a
patent-pending F.D.A. 510(K) cleared device to be utilized with a provisional
patent application acquired through a Purchase Agreement with Edward W. Withrow,
III ("Purchase Agreement"). The licensed device will be utilized along with the
provisional patent application product to develop a self-contained urine-based 3
panel quick-test which will simultaneously identify the presence of three widely
recognized and prevalent sexually transmitted diseases ("STD Alert"). The
Company intends to have protocols prepared and filed with the F.D.A. in order to
initiate the clearance process, and the Company has retained the services of
Stark-SMO, located in Mill Valley, California to manage all phases of clinical
trials for the STD Alert product. Stark-SMO is an innovative Site Management
Organization with extensive experience in all phases of clinical trials.
Furthermore, the Company has commenced negotiations with a multinational
pharmaceutical company headquartered in India to form a joint venture to test,
manufacture, register and distribute STD Alert in India. F.D.A. clearance is not
mandatory in order to sell and market the STD Alert product outside the United
States.

NOTE 4 - APPROVAL AS A PUBLICLY TRADING COMPANY

The application filed on Form 15c211 with the NASD to have its securities traded
on the Over-The-Counter-Bulletin Board ("OTCBB") was approved effective October
23, 2005. The Company is trading on the OTCBB under the symbol XAID.


                                      F-9
<PAGE>

NOTE 5 - PENDING PATENT

In September 2005 we acquired the right, title and interest to an application
for provisional letters patent assigned to the company by Edward W. Withrow, III
("Assignment of Pending Patent"). The the pending patent will be utilized along
with a licensed device to develop a self-contained urine-based 3 panel
quick-test which will simultaneously identify the presence of three widely
recognized and prevalent sexually transmitted diseases ("STD Alert") (see Note
12 - Significant Events). Consideration for the Assignment of Pending Patent is
$1 Million, payable by issuance of common stock of the Company valued at
$250,000 within five days after execution of the Assignment and a promissory
note in the amount of $750,000, due and payable in three annual installments of
$250,000 each commencing on the date upon which we obtain financing of not less
than $ 2 million and bearing interest at the rate of 6.5% per annum which will
accrue and be payable with each principal payment.

NOTE 6 - LOAN RECEIVABLE FROM RELATED PARTY

The Company has advanced funds to its former parent company, Addison-Davis
Diagnostics, Inc., from which it was spun-off. The advances bear interest at the
rate of 6% per annum and the principal balance and accrued interest are payable
on demand.

NOTE 7 -  NOTES PAYABLE - PENDING PATENT

In September 2005 we acquired the right, title and interest to an application
for provisional letters patent assigned to the company by Edward W. Withrow, III
("Assignment of Pending Patent"). The the pending patent will be utilized along
with a licensed device to develop a self-contained urine-based 3 panel
quick-test which will simultaneously identify the presence of three widely
recognized and prevalent sexually transmitted diseases ("STD Alert") (see Note
12 - Significant Events). Consideration for the Assignment of Pending Patent is
$1 Million, payable by issuance of common stock of the Company valued at
$250,000 within five days after execution of the Assignment and a promissory
note in the amount of $750,000, due and payable in three annual installments of
$250,000 each commencing on the date upon which we obtain financing of not less
than $ 2 million and bearing interest at the rate of 6.5% per annum which will
accrue and be payable with each principal payment. $250,000 payable by issuance
of common stock of the Company and the first $250,000 of the three annual
installments of the $750,000 note are reflected as current liabilities.

NOTE 8 - NOTES PAYABLE TO RELATED PARTIES

In October 2004 the Company assumed a note from the Company's former parent
company, Addison-Davis Diagnostics, Inc., in the amount of $68,000 to Fred De
Luca, a former director and secretary of the Company. The note bears interest at
the rate of 6% per annum and the principal and accrued interest is payable on
demand. As of September 30, 2005 the remain balance on this note was $43,000.
Fred De Luca has waived the accumulation of interest through September 30, 2005.

NOTE 9 - CALLABLE CONVERTIBLE NOTES PAYABLE

On November 10, 2004, the Company entered into a Securities Purchase Agreement
with several accredited institutional investors for the issuance of an aggregate
of $1,000,000 principal amount 10% Callable Secured Convertible Notes ("November
2004 Convertible Notes"). As of September 30, 2005 the Company has issued
$1,000,000 worth of November 2004 Callable Notes and has received $1,000,000 in
gross proceeds. The November 2004 Convertible Notes are due two years from the
date of issuance and $66,667 have been retained by the accredited investors for
interest payments due for the initial eight months of the term. Prepayment of
eight months of interest is a requirement of the November 2004 Callable
Convertible Note financing. Such prepayment is required to be paid with the
funding of each tranche. The total prepayment of interest at the rate of 10% per
annum for an eight month period on the entire $1,000,000 financing equals
$66,667. The November 2004 Callable Notes are convertible at the option of the
holders into shares of the Company's common stock. The conversion price is equal
to the lesser of (i) $1.00 or (ii) the average of the lowest three (3) intra-day
trading prices during the twenty (20) trading days immediately prior to the
conversion date discounted by forty five percent (45%).


                                      F-10
<PAGE>

In the event the Company breachs one or more of the Company's covenants,
representations or warranties, the Company may be obligated to pay liquidated
damages as defined in the agreements. The November 2004 Convertible Notes are
callable by the Borrower by making a cash payment ranging from 130% to 150% of
the amounts borrowed plus accrued interest, as defined. The November 2004
Convertible Notes are collateralized by substantially all of the Company's
assets. We are required to register shares of our common stock to cover 200% of
the common shares issuable upon conversion of all of the November 2004
Convertible Notes. In connection with the November 2004 Convertible Notes, we
incurred issuance costs of $50,000, which was be recorded as deferred financing
costs. The Company will amortize the deferred financing cost to interest expense
using the straight-line method and record the remaining unamortized portion to
additional paid-in capital when the related debenture is converted into the
Company's common stock.

In connection with the November 2004 Convertible Notes, the Company also issued
3,000,000 warrants (" The November 2004 Convertible Note Warrants"). The
November 2004 Convertible Note Warrants were issued at the first closing and are
exercisable at an exercise price per share equal to the closing price of the
common stock on the date on which the common stock is first traded on the OTCBB
discounted by 45.0%. The November 2004 Convertible Note Warrants expire five
years from the date of issuance. By exercising the November 2004 Convertible
Note Warrants, each holder of the November 2004 Convertible Notes is entitled to
purchase one share of common stock per warrant. In connection with the issuance
of detachable warrants and the beneficial conversion feature of the November
2004 Convertible Notes, the Company has provided and recorded a debt discount of
$641,027 in connection with the issuance of detachable warrants and the
beneficial conversion feature of the November 2004 Convertible Notes and is
amortizing the discount using the effective interest method through November 12,
2006. The Company is immediately recording corresponding unamortized debt
discount related to the beneficial conversion feature as interest expense and
related to the detachable warrants as additional paid in capital when the
related debenture is converted into common stock.

NOTE 10 - NOTE PAYABLE - PENDING PATENT

In September 2005 we acquired the right, title and interest to an application
for provisional letters patent assigned to the company by Edward W. Withrow, III
("Assignment of Pending Patent"). The pending patent will be utilized along
with a licensed device to develop a self-contained urine-based 3 panel
quick-test which will simultaneously identify the presence of three widely
recognized and prevalent sexually transmitted diseases ("STD Alert") (see Note
12 - Significant Events). Consideration for the Assignment of Pending Patent is
$1 Million, payable by issuance of common stock of the Company valued at
$250,000 within five days after execution of the Assignment and a promissory
note in the amount of $750,000, due and payable in three annual installments of
$250,000 each commencing on the date upon which we obtain financing of not less
than $ 2 million and bearing interest at the rate of 6.5% per annum which will
accrue and be payable with each principal payment. The second and third
installments in the aggregate amount of $500,000 of the three annual
installments on the $750,000 note are reflected as non-current liabilities.

NOTE 11 - STOCKHOLDERS' DEFICIT

COMMON STOCK

During the three month period ended September 30, 2005, no shares of the
Company's common stock were issued:


                                      F-11
<PAGE>

STOCK OPTIONS

On May 20, 2005, we adopted an incentive equity stock plan (the "2005 Plan")
that authorized the issuance of options, right to purchase common stock and
stock bonuses up to 2,500,000 shares. The purpose of the Plan is to provide
incentives to attract, retain and motivate eligible persons whose present and
potential contributions are important to the success of the Company by offering
them an opportunity to participate in the Company's future performance through
awards of Options, the right to purchase Common Stock and Stock Bonuses.
The Plan allows for the issuance of incentive stock options (which can only be
granted to employees, including officers and directors of the Company's),
non-qualified stock options, stock awards, or stock bonuses pursuant to Section
422 of the Internal Revenue Code. All other Awards may be granted to employees,
officers, directors, consultants, independent contractors, and advisors of the
Company, provided such consultants, independent contractors and advisors render
bona-fide services not in connection with the offer and sale of securities in a
capital-raising transaction or promotion of the Company's securities.

The Plan is administered and interpreted by a committee consisting of two or
more members of the Company's Board of Directors. The 2005 Plan was filed with
the Securities and Exchange Commission on June 2, 2005 as an Exhibit to a Form
S-8 Registration Statement. There have been no options, stock awards or stock
bonuses granted under the 2005 Plan, and the options, stock awards and stock
bonuses available for grant at September 30, 2005 was 2,500,000.

WARRANTS

During the three month period ended September 30, 2005, no warrants to purchase
shares of the Company's common stock were issued:

NOTE 12 - COMMITMENTS AND CONTINGENCIES

LITIGATION - None

SIGNIFICANT EVENTS

In September 2004 we entered into an employment agreement with Federico G. Cabo.
The agreement is for a three year term, through September 13, 2007, and provides
for a base salary of $60,000 per year, with annual increases, if any, as
determined by the Board of Directors (the "Board"). The agreement also provides
for a cash bonus of one percent (1%) conditioned upon us attaining sales, as
defined by Generally Accepted Accounting Principles, in the amount of $2,500,000
and for each $2,500,000 thereafter up to an aggregate of $250,000 in bonus and
$25,000,000 in sales and issuance of incentive stock options, if any, as
determined by the Board.

In September 2005, Federico G. Cabo resigned as Chief Executive Officer,
President and Acting Chief Financial Officer in order to pursue other unrelated
business interests. We were released of all obligations and responsibilities
with respect to Mr. Cabo's employment agreement with a payment in the amount of
$15,000 paid on September 20, 2005.

On September 20, 2005 Robert Pautsch, a Director and Secretary of the Company,
resigned as Secretary and was appointed Chief Executive Officer and President.
Mr. Pautsch brings to Xact Aid a hands-on business management background. In
1994 he founded BP Custom Furnishing located in Westlake Village, California, a
company known for its excellence in refinishing of furniture, cabinetry, antique
restoration and full service exterior and interior painting. Mr. Pautsch, from
1994 to the present is the major executive and is responsible for executive and
operational management and new business promotion. From 1988 to 1994 he managed
paint-related customer service for J.M. Peters, Newport Beach, California, a
major regional developer and builder of upscale single-family residences. Also,
during this period, Robert was contracted by the Department of Water and Power
of the City of Los Angeles to develop a sexual harassment prevention program and
co-developed a program for the City.


                                      F-12
<PAGE>

On September 20, 2005, Charles Miseroy was appointed Chief Financial Officer of
our company. Mr. Miseroy brings to us nearly forty years of worldwide financial
and executive expertise and experience. From 1986 to the present, Mr. Miseroy
has been a business and tax consultant to a variety of small to medium size
companies, including First Gargo Net Inc. in Los Angeles, California and from
2000 to the present the Administrator for the Heard Family Trust in Pasadena,
California. From 1979 to 1985 he served as Chief Financial Officer and Executive
Vice President of N.I.D.C., (National Investment Development Corporation)
located in Los Angeles, California, a major syndication and multi-dwelling
residential development company. His background includes a six year tenure with
Price Waterhouse & Co. in The Hague, Netherlands as a Chartered Accountant.

On September 20, 2005, Mr. Fred De Luca was reappointed Secretary and Director.
Mr. De Luca practiced corporate law over a twenty nine year period until
retiring in June 1989 to serve as legal consultant and director to various
private and publicly traded companies. From July 1999 until January 2003, Mr.
DeLuca served as Secretary and was a legal consultant to Quicktest 5, Inc. In
January 2003, Quicktest 5, Inc. was the surviving company of a merger with a
public company and became QT5, Inc., the predessor company. He continued to
serve as Secretary and legal consultant to QT 5, Inc. from January 2003 to the
present. In addition, in September 2004 he became a director of QT 5, Inc. From
July 1995 to the present, Mr. DeLuca has also served as Secretary, director and
consultant to Sound City Entertainment Group . From September 1989 to the
present, Mr. DeLuca was and is a consultant to Automotive Racing Products. Mr.
De Luca earned his undergraduate degree at University California Los Angeles
(UCLA) and his law degree at Southwestern University School of Law.

In September 2005 we entered into a license agreement and assignment of pending
patent in order to develop, market and sell a new product. We entered into a
license agreement with Addison-Davis Diagnostics, Inc. ("License Agreement")
under which we were granted the right, worldwide, to use for commercial purposes
under our brand name, a patent-pending F.D.A. 510(K) cleared device ("License")
to be utilized along with the acquisition of the right, title and interest to an
application for provisional letters patent assigned to the company by Edward W.
Withrow, III ("Assignment of Pending Patent"). The licensed device will be
utilized along with the pending patent application to develop a self-contained
urine-based 3 panel quick-test which will simultaneously identify the presence
of three widely recognized and prevalent sexually transmitted diseases ("STD
Alert"). We intend to have protocols prepared and filed with the F.D.A. in order
to initiate the clearance process, and we have retained the services of
Stark-SMO, located in Mill Valley, California to manage all phases of clinical
trials for the STD Alert product. Stark-SMO is an innovative Site Management
Organization with extensive experience in all phases of clinical trials.
Furthermore, we have commenced negotiations with a multinational pharmaceutical
company headquartered in India to form a joint venture to test, manufacture,
register and distribute STD Alert in India. F.D.A. clearance is not mandatory in
order to sell and market the STD Alert product outside the United States.

In consideration for the License, we agreed to pay Addison-Davis a royalty of
five percent (5%) of the gross selling price or contract value of all products
sold from the sales of the STD Alert product utilizing the License. The License
Agreement shall continue in full force and effect until October 1, 2010 and from
five year period to five year period thereafter unless terminated by written
notice by either party at least six months prior to October 1, 2010 or at least
six months prior to the end of any subsequent five year period.


                                      F-13
<PAGE>

Consideration for the Assignment of Pending Patent is $1 Million, payable by
issuance of common stock of the Company valued at $250,000 within five days
after execution of the Assignment and a promissory note in the amount of
$750,000, due and payable in three annual installments of $250,000 each
commencing on the date upon which we obtain financing of not less than $ 2
million and bearing interest at the rate of 6.5% per annum which will accrue and
be payable with each principal payment. In addition, Mr. Withrow will be
entitled to receive an ongoing royalty of five percent (5%) of the gross selling
price or contract value of the emerging product, STD Alert.

INDEMNITIES AND GUARANTEES

During the normal course of business, the Company has made certain indemnities
and guarantees under which it may be required to make payments in relation to
certain transactions. These indemnities include certain agreements with the
Company's officers, under which the Company may be required to indemnify such
person for liabilities arising out of their employment relationship. The
duration of these indemnities and guarantees varies and, in certain cases, is
indefinite. The majority of these indemnities and guarantees do not provide for
any limitation of the maximum potential future payments the Company could be
obligated to make. Historically, the Company has not been obligated to make
significant payments for these obligations and no liabilities have been recorded
for these indemnities and guarantees in the accompanying consolidated balance
sheet.

NOTE 13 - RELATED PARTY TRANSACTIONS

See Note 6 and Note 8 for a description of any and all debt and or equity
instruments issued to employees and other related parties.

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to September 30, 2005, the Company:

(i) issued 400,000 shares of the Company's common stock to a consultant for
services under the 2005 Plan; and

(ii) entered into an Amendment (the "Amendment") to the Assignment of Pending
Patent with Edward W. Withrow, III dated September 26, 2005 (the "Assignment").
In the Amendment, Mr. Withrow agreed to accept $25,000 cash in lieu of common
stock of the Company valued at $50,000. The Company and Mr. Withrow also agreed
that the balance of the equity portion of the consideration under the Assignment
would be reduced to issuance of stock of the Company under the 2005 Plan valued
at $200,000. Accordingly, on November 9, 2005, 500,000 shares of registered
stock was issued representing a portion of the Company's common stock under the
2005 Plan issuable to Mr. Withrow; and

(iii) issued 500,000 shares of the Company's common stock to a consultant for
services under the 2005 Plan.

(iv) is in technical default to its callable convertible note holders. The
Company received a notice of conversion dated October 3, 2005 requesting that
callable convertible notes in the aggregate amount of $10,614 be converted to
common shares of stock in the Company (the "conversion shares"). The Company has
not issued such conversion shares.


                                      F-14
<PAGE>

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

GENERAL OVERVIEW AND GOING CONCERN

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited balance sheet as of
September 30, 2005 and the unaudited statements of operations and cash flows for
the three month periods ended September 30, 2005 and 2004, and the related notes
thereto. These statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. These principles
require management to make certain estimates, judgments and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates based on historical experience and various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

The important facts and factors described in this discussion and elsewhere in
this document sometimes have effected, and in the future could effect, our
actual results, and could cause our actual results to differ materially from
those expressed in any forward-looking statements made by us or on our behalf.

As reported in the Report of Independent Registered Public Accounting Firm on
our June 30, 2005 financial statements, we have incurred losses from operations
and we have not generated significant net sales revenue that raised substantial
doubt about our ability to continue as a going concern.

Although we have commenced the marketing of our wound specific first aid kits
and are anticipating the development of a new product, management recognizes
that we must generate additional resources to fund overhead and for the eventual
achievement of revenue and sustained profitable operations. Our success is
dependent upon numerous items, including the successful development of effective
marketing strategies to customers in a competitive market for our current and
anticipated new products. Management believes that revenues generated by these
products will lead to future profitability.

These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying condensed financial statements
do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of these uncertainties.

Critical Accounting Policies

In preparing our financial statements, we make estimates, assumptions and
judgments that can have a significant effect on our revenues, income/loss from
operations, and net income/net loss, as well as on the value of certain assets
on our balance sheet. We believe that there are several accounting policies that
are critical to an understanding of our historical and future performance as
these policies affect the reported amounts of revenues, expenses, and
significant estimates and judgments applied by management. While there are a
number of accounting policies, methods and estimates affecting our financial
statements, policies that are particularly significant are stock-based
compensation and revenue recognition. In addition, please refer to Note 1 to the
accompanying condensed financial statements for further discussion of our
significant accounting policies.

STOCK-BASED COMPENSATION. The Company accounts for non-employee stock-based
compensation under Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting For Stock-Based Compensation." SFAS No. 123 defines a fair value
based method of accounting for stock-based compensation. However, SFAS No. 123
allows an entity to continue to measure compensation cost related to stock and
stock options issued to employees using the intrinsic method of accounting
prescribed by Accounting Principles Board Opinion No. 25, as amended ("APB 25"),
"Accounting for Stock Issued to Employees." Under APB 25, compensation cost, if
any, is recognized over the respective vesting period based on the difference,
on the date of grant, between the fair value of the Company's common stock and
the grant price. Entities electing to remain with the accounting method of APB
25 must make pro forma disclosures of net income and earnings per share, as if
the fair value method of accounting defined in SFAS No. 123 had been applied.
The Company has elected to account for its stock-based compensation to employees
under APB 25.

REVENUE RECOGNITION. We recognize revenue at the time of shipment of our
products to customers. We are still in our initial stages of selling our new
product line to customers or distributors

RESULTS OF OPERATIONS

During the three month periods ended September 30, 2005 and 2004, we had no
revenues and no cost of sales. Our general and administrative expenses increased
from $39,906 for the three month period ended September 30, 2004 to $81,821 for
the three month period ended June 30, 2005, or an increase of $41,915. The
increase in general and administrative expense for the three month period ended
September 30, 2005 was due primarily to a combination of the following:


                                      F-15
<PAGE>

A decrease in selling expenses of approximately $37,868, including consulting
fees of $27,000; and increases in (i) financial, legal and business consulting
fees of approximately $50,577; (ii) approximately $22,727 of office and
administrative support charges; and (iii) approximately $6,479 of other sundry
expenses.

Other income (expense) for the three month periods ended September 30, 2005 and
September 30, 2004 were made up of interest expense, amortization of debt
discount and financing costs in the amount of $239,357 and $487, respectively.
The increase in interest, debt discount and financing costs were in connection
with our November 2004 convertible note financing.

As a result of the above, we incurred a net loss of $314,246 for the three month
period ended September 30, 2005 as compared to a net loss of $40,388 for the
three month period ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Our capital requirements, particularly as they relate to bringing products to
market and the development and launch of anticipated new products, along with
possible testing and improvement of those products, have been and will continue
to be significant. Our future cash requirements and the adequacy of available
funds will depend on many factors, including the pace at which we are able to
launch our products, whether or not a market develops for our products and, if a
market develops, the pace at which it develops.

In the fiscal year ended June 30, 2005, management successfully obtained
additional capital through sales and issuance of convertible notes from which we
received gross proceeds of $1,000,000. We utilized this financing in connection
with marketing for and development of current and future products. However, the
proceeds received from the sale and issuance of convertible notes will not
provide all the additional capital necessary for us to become profitable. If we
fail to earn revenues in an amount sufficient to fund our operations, we will
have to raise capital through an additional offering of our securities or from
additional loans. We cannot guarantee that financing will be available to us, on
acceptable terms or at all. If we do not earn revenues sufficient to support our
business and we fail to obtain other financing, either through an offering of
our securities or by obtaining additional loans, we may be unable to maintain
our operations.

As of September 30, 2005, our current assets included $1,138 in cash and
inventory valued at $42,898 consisting primarily of Xact Aid raw materials. We
also had $6,889 in prepaid interest related to the callable convertible secured
note financing and $20,000 in notes receivable. Other assets included a loan
receivable from our former parent company in the amount of $91,958 and deposits
of $225. Our current liabilities at September 30, 2005 included accounts payable
and accrued expenses of $51,160, notes payable of $10,702, notes payable -
pending patent of $500,000 (see Note 7 to Financial Statements) and notes
payable due to parties related to us in the amount of $43,000.

We had a net loss of $314,246 for the three month period ended September 30,
2005 as opposed to a net loss of $40,388 for the three month period ended
September 30, 2004. The increase in the net loss is attributable to the costs
and expenses associated with our efforts to develop a new product.


                                      F-16
<PAGE>

Net cash used in operating activities was $58,682 for the three month period
ended September 30, 2005. The primary use of cash for the three month period
ended September 30, 2005 was to fund our net loss, offset by $215,754 for
amortization of debt discount and non-cash interest expense. If we cannot
generate sufficient funds to operate our business from product sales, we may be
required to sell additional debt or equity securities or borrow funds from
related parties. We cannot be certain that we will be successful in obtaining
financing if we need it.

Net cash used in operating activities was $44,414 for the three month period
ended September 30, 2004. The primary use of cash for the three month period
ended September 30, 2004 was to fund our net loss.

There were no cash flows from investing activities for the three month periods
ended September 30, 2005 and 2004.

There was no net cash provided by financing activities for the three month
period ended September 30, 2005. Cash used in financing activities for the three
month period ended September 30, 2004 included payments on notes payable to
related parties in the amount of $248,957 and payments on capital leases of
$1,573.

Our product has not generated revenue, and our anticipated new product just now
entering the development stage, their manufacture and sale is an unproven
business model that may not be successful and will ultimately depend upon demand
for the product. Although it is the opinion of management that the growth of our
new product business will grow and prosper, at this time it is impossible for us
to predict the degree to which demand for our products will evolve or whether
any potential market will be large enough to provide any meaningful revenue or
profit for us.

SIGNIFICANT EVENTS DURING THE CURRENT THREE MONTH PERIOD

See Note 12 in Notes To Financial Statements as of September 30, 2005.

ITEM 3. CONTROLS AND PROCEDURES.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's President and
the Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the President and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Security and Exchange Commission's rules and
forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation.

Forward Looking Statements

This report contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements are based on our management's beliefs
as well as assumptions and information currently available to us. When used in
this report, the words "believe," "expect," "anticipate," "estimate" and similar
expressions are intended to identify forward-looking statements. These
statements are subject to risks, uncertainties and assumptions, including,
without limitation, the risks and uncertainties concerning our recent
reorganization, our present financial condition, the availability of additional
capital as and when required, general economic conditions and the risks and
uncertainties discussed in the section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operation". Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
or projected. We caution you not to place undue reliance on any forward-looking
statements, all of which speak only as of the date of this report. You should
refer to and carefully review the information in future documents we file with
the Securities and Exchange Commission.


                                      F-17
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities and Use of Proceeds.

None


                                       18
<PAGE>

ITEM 3. Defaults Upon Senior Securities.

None.

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

None

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits


                                       19
<PAGE>

31.   Certification Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith.

32.   Certification Pursuant to Section 1350 of Title 18 of the United States
      Code, filed herewith.

(b) Reports on Form 8-K

None


                                       20
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 XACT AID, INC.

                                 By:/s/ Robert G. Pautsch
                                    -----------------------------------------
Date:  November 14, 2005                Robert G. Pautsch, President

                                 By:/s/ Charles Miseroy
                                    -----------------------------------------
Date:  November 14, 2005                Charles Miseroy, Chief Financial Officer


                                       21