UNITED STATES
                       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 March 31, 2006

                                       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 |_|

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes |_| No |X|

                APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as the latest practicable date: The total number of shares of the
registrant's Common Stock, par value $.001 per share, outstanding on May 15,
2006 was 13,576,021.

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

<PAGE>

                                 Xact Aid, Inc.

                              Index to Form 10-QSB

                                                                            Page

Part I-- FINANCIAL INFORMATION
         Item 1. Financial Statements
               Balance Sheet at March 31, 2006 (Unaudited)                  F-1
               Statements of Operations for the Three and Nine Months
                  Ended March 31, 2006 and 2005                             F-2
               Statements of Cash Flows for the Nine Months
                  Ended March 31, 2006 and 2005                             F-3
               Notes to Financial Statements                                F-4
         Item 2. Management's Discussion and Analysis
                 or Plan of Operation                                         2
         Item 3. Controls and Procedures                                      4

Part II-- OTHER INFORMATION
         Item 1.  Legal Proceedings                                           4
         Item 2.  Unregistered Sales of Equity
                  Securities and Use of Proceeds                              4
         Item 3.  Defaults Upon Senior Securities                             4
         Item 4.  Submission of Matters to a Vote of Securities Holdrs        4
         Item 5.  Other Information                                           4
         Item 6.  Exhibits                                                    4

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                 XACT AID, INC.

                                  BALANCE SHEET
                                    UNAUDITED

<TABLE>
<CAPTION>
                                     ASSETS                               March 31, 2006
                                                                          --------------
<S>                                                                       <C>
Current assets:
     Cash                                                                 $        1,088
                                                                          --------------

         Total current assets                                                      1,088

     Deferred financing cost, net of accumulated
       amortization of $54,685                                                    13,999
     Other assets                                                                  1,000
                                                                          --------------

         Total assets                                                     $       16,087
                                                                          ==============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Notes payable - assignment of pending patent-current portion                200,000
                                                                          --------------

         Total current liabilities                                               200,000

Convertible notes payable, net of unamortized debt discount of $336,302          663,698
Note payable -assignment of pending patent                                       750,000

         Total liabilities                                                     1,613,698
                                                                          --------------

Commitments and contingencies

Stockholders' deficit:
     Common stock, $0.001 par value; 100,000,000 shares authorized;
       13,576,021 shares issued and outstanding as of March 31, 2006              13,576
     Additional paid-in capital                                                1,324,416
     Accumulated deficit                                                      (2,935,603)
                                                                          --------------

         Total stockholders' deficit                                          (1,597,611)
                                                                          --------------

                                                                          $       16,087
                                                                          ==============
</TABLE>

See accompanying notes to financial statements

                                      F-1
<PAGE>

                                 XACT AID, INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months Ended              Nine Months Ended
                                    --------------------------    --------------------------
                                               March 31,                     March 31,
                                          2006           2005           2006           2005
                                    -----------    -----------    -----------   ------------
<S>                                 <C>            <C>            <C>           <C>
Revenue                             $        --    $        --    $       --    $         --

Costs and expenses:
    Cost of sales                            --             --            --              --
    General and administrative         (208,120)       144,022        448,601        497,911
                                    -----------    -----------    -----------    -----------

Profit (Loss) from operations           208,120       (144,022)      (448,601)      (497,911)
                                    -----------    -----------    -----------    -----------
Other expense:
    Interest expense                    (99,477)      (185,331)      (347,676)      (249,275)
    Interest income                          --          2,250          2,738          2,510
    Other income (expense)                3,522          2,353       (942,054)         2,358
                                    -----------    -----------    -----------      ----------
   Total Other Income & (Expense)       (95,955)      (180,728)    (1,286,992)      (244,407)


Net profit (loss)                      $112,165      $(324,750)    (1,735,593)      (742,318)


Basic and diluted net loss per
  common share                      $      0.01   $      (0.16)   $     (0.14)   $     (0.74)
                                    ===========    ===========    ===========    ===========

Basic and diluted weighted
  average shares outstanding         12,004,908      2,001,000     12,004,908      1,001,500
                                    ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to financial statements

                                      F-2
<PAGE>

                                 XACT AID, INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     For The                  For The
                                                                Nine Months Ended       Ninx Months Ended
                                                                  March 31, 2006          March 31, 2005
                                                              --------------------    --------------------
<S>                                                           <C>                     <C>
Cash flows from operating activities:
   Net loss                                                   $         (1,735,593)   $           (742,318)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Stock issued for services                                           137,997                      --
       Interest income on advances to a related party                           --                  (4,861)
       Amortization of debt discount and non-cash interest
         expense                                                           277,808                 164,231
         Changes in operating assets and liabilities
           Inventory                                                        42,898                 (42,730)
           Accounts receivable                                                  --                 (15,160)
           Note receivable from related party                              166,049                      --
           Deferred costs                                                   28,305                 (29,546)
           Prepaid expenses                                                 16,676                (153,331)
           Other assets                                                       (615)                     --
           Accounts payable and accrued expenses                           (88,555)                113,804
                                                              --------------------    --------------------

   Net cash (used) in operating activities                              (1,155,030)               (709,911)
                                                              --------------------    --------------------

   Net cash (used in) provided by investing activities                          --                      --


Cash flows from financing activities:
   Payments on notes payable to related parties                                 --                (306,597)
   Proceeds from note issuance                                             950,000                 700,000
   Proceeds from common stock                                                   --                   2,000
   Proceeds from notes payable                                             146,298                   6,002
                                                              --------------------    --------------------

   Net cash (used) provided by financing activities                      1,096,298                 401,405
                                                              --------------------    --------------------
Net increase (decrease)in cash                                             (58,732)               (308,506)

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

Cash, end of period                                           $              1,088    $                405
                                                              ====================    ====================
Supplemental disclosure of cash flow information:

      Cash paid during the year for:
            Interest                                          $                 --    $                 22
                                                              ====================    ====================
Schedule of Non-cash activities

      Issuance of equity instruments for services             $            525,000    $                 --
      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                                                       $            215,754    $                 --
                                                              ====================    ====================
</TABLE>

See accompanying notes to financial statements

                                      F-3
<PAGE>

                                 XACT AID, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                              As of March 31, 2006

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying March 31, 2006 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 March 31, 2006 and
2005 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 March 31, 2006 and 2005
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, the Company issued 1,000 shares of our common stock (representing all of
its 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 the Company. The Company repaid this amount in November 2004 and
December 2004. On August 30, 2004, the Company filed a trademark application for
"Xact Aid." On October 15, 2004, the Company assumed a $68,000 promissory note
payable by Addison-Davis and secured by the assets of Addison-Davis in order to
facilitate the Company's anticipated spin-off from Addison-Davis.

On November 15, 2004, the Company 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 the Company 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, the Company agreed to
(i) repay funds advanced by Addison-Davis for the Company's 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 the Company's common stock.

From the Company's inception to May 9, 2005, the date that the Company was
spun-off from Addison-Davis, Addison-David was the Company's sole stockholder
and as such the Company was 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.

NOTE 3 - DESCRIPTION OF BUSINESS

In November 2004, the Company acquired the Xact Aid line of wound specific first
aid products for minor injuries (see Note 2).

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 an Assignment of
Pending Patent with Edward W. Withrow, III ("Patent Assignment"). The licensed
device was intended to 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 commenced having
protocols prepared and filed with the F.D.A. in order to initiate the clearance
process, and the Company had 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.

                                      F-4
<PAGE>

                                 XACT AID, INC.
             NOTES TO THE FINANCIAL STATEMENTS As of March 31, 2006

NOTE 3 - DESCRIPTION OF BUSINESS (continued)

On December 22, 2005 the Company entered into a transaction divesting itself of
certain assets for which the Company, in management's opinion, could not attract
capital to successfully exploit, in return for the assumption of certain
liabilities, a guarantee to pay another significant liability, and all of the
common stock of a development stage company. The Company acquired one hundred
percent (100%) of the issued and outstanding shares of Brooke Carlyle Life
Sciences, Inc., a Nevada corporation ("Brooke Carlyle). Brooke Carlyle is in the
development stage of a business plan to develop an online Internet portal
containing information on sexually transmitted diseases, generating revenue from
advertising from pharmaceutical companies. In accordance with the terms of the
acquisition, the Company agreed to: (i) sell,assign and transfer to Brooke
Carlyle any and all of its rights title and interests in connection with the
License Agreement and the Patent Assignment; (ii) sell, assign and transfer the
Xact Aid line of first aid products for minor injuries, including all its
related rights, titles and inventory; (iii) transfer a rental security deposit
receivable in the amount of $225; and (iv) transfer certain notes receivable to
Brooke Carlyle in the aggregate amount of $20,000. In consideration, Brooke
Carlyle: (i) assumed various liabilities payable by the Company in the aggregate
amount of $102,488; (ii) guaranteed payment of the Company's $950,000 promissory
note payable in connection with the Patent Pending Assignment; and (iii) issued
to the Company One Million (1,000,000) shares of Brooke Carlyle common stock.
For the period December 21, 2005 (date of inception) to March 31, 2006, Brooke
Carlyle had a net loss of $4,522, assets in the amount of $103,488 and
liabilities in the amount of $107,010.

On March 3, 2006, the Company entered into a non-binding letter of intent with a
private corporation under which the Company intends to acquire not less than
99.92% of the capital stock of the private corporation in exchange for the
issuance of shares of the Company's Preferred Stock which were authorized on
April 6, 2006 (see Note 12) and which will be convertible into 95% of the
outstanding capital stock of the Company (the "Share Exchange"). It is
contemplated that on or prior to the closing of the proposed Share Exchange, the
holders of the Company's 10% Callable Secured Convertible Notes in the aggregate
amount of $1,000,000 will convert into approximately 44,060,282 shares of the
Company's common stock and the holder of a certain note under the Company's
assignment of pending patent in the aggregate principal amount of $950,000 will
convert such amount into an aggregate of approximately 16,600,000 restricted
shares of the Company's common stock. On or prior to the completion of the Share
Exchange, the Company shall transfer all of its assets to a third party
reasonably acceptable to the private corporation. On May 18, 2006, final
definitive agreement to complete the Share Exchange was executed by the Company.
The Company anticipates the full execution and effectiveness of the Share
Exchange to occur on or before May 26, 2006. Also, in order to satisfy the asset
transfer provision in the Share Exchange transaction, the Company abandoned its
plan to spin-off and distribute to its shareholders the 1,000 shares of Brooke
Carlyle Life Sciences, Inc. stock owned by the Company and sold the stock to a
private corporation (see Note 12).

NOTE 4 - NOTES PAYABLE - PENDING PATENT

In September 2005 the Company 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")
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. On November 4, 2005, in an Amendment To
Agreement of Pending Patent ("Amendment"), the Company and Withrow agreed that
the Company shall pay Withrow the sum of Twenty Five Thousand ($25,000) in cash
in lieu of issuing common stock of the Company valued at $50,000, thereby
reducing the stock portion of the Company indebtedness to Withrow to restricted
common stock of the Company, with piggyback rights, valued at $200,000. The
Company paid Withrow $25,000 in November 2005. The amount of $200,000 payable by
issuance of common stock of the Company is reflected as a current liability in
the financial statements of the Company as at March 31, 2006. Further, in
accordance with the terms of the Share Exchange, the holder of the note
representing the Company's obligation for the Patent Assignment shall convert
the debt to equity in the Company (see Note 12).

NOTE 5 - 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-5
<PAGE>

                                 XACT AID, INC.
             NOTES TO THE FINANCIAL STATEMENTS As of March 31, 2006

NOTE 5 - CALLABLE CONVERTIBLE NOTES PAYABLE (continued)

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.

Further, in accordance with the terms of the Share Exchange, the holders of the
November 2004 Convertible Notes shall convert the entire aggregate debt to
equity in the Company (see Note 12).

NOTE 6 - 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 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. On November 4, 2005, in an
Amendment To Agreement of Pending Patent ("Amendment"), the Company and Withrow
agreed that the Company shall pay Withrow the sum of Twenty Five Thousand
($25,000) in cash in lieu of issuing common stock of the Company valued at
$50,000, thereby reducing the stock portion of the Company indebtedness to
Withrow to restricted common stock of the Company, with piggyback rights, valued
at $200,000. The Company paid Withrow $25,000 in November 2005. The $750,000
note, due and payable in three annual installments of $250,000 each commencing
on the date upon which the Company obtains financing of not less than $ 2
million, is reflected as a non-current liability in the financial statements of
the Company as at March 31, 2006. Further, in accordance with the terms of the
Share Exchange, the holder of the note representing the Company's obligation for
the Patent Assignment shall convert the debt to equity in the Company (see Note
12).

NOTE 7 - STOCKHOLDERS' DEFICIT

COMMON STOCK

During the three month period ended March 31, 2006, shares of the Company's
common stock were issued as follows:

In March 2006 the Company cancelled 500,000 shares of its common stock
originally issued in October 2005 to a consultant upon the termination of the
consultant's services and future services to be rendered to the Company. The
Company originally issued the stock in October 2005, and the Company recorded
the March 2006 cancellation as a reduction of consulting fees for the current
three month period in the amount of $275,000, which amount represented the fair
market value of the stock on the date of original issue

                                      F-6
<PAGE>

                                 XACT AID, INC.
             NOTES TO THE FINANCIAL STATEMENTS As of March 31, 2006

NOTE 7 - STOCKHOLDERS' DEFICIT (continued)

In March 2006 the Company issued 1,000,000 shares of its common stock to a
related party consultant in exchange for services rendered and to be rendered
valued at $60,000 in the aggregate (representing the fair market value of the
stock on the date of issue). These securities were issued pursuant to an
exemption from registration provided by Section 4 (2) of the Securities Act of
1933.

In March 2006 the Company issued 62,500 shares of its common stock in exchange
for edgarizing services rendered valued at $3,750 in the aggregate (representing
the fair market value of the stock on the date of issue). These securities were
issued pursuant to an exemption from registration provided by Section 4 (2) of
the Securities Act of 1933.

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 1,702,500 shares of stock awarded to
various consultants for services rendered or to be rendered. No options or stock
bonuses were granted under the 2005 Plan, and the options, stock awards and
stock bonuses available for grant at March 31, 2006 was 797,500.

WARRANTS

During the three month period ended March 31, 2006, no warrants to purchase
shares of the Company's common stock were issued:

NOTE 8 - COMMITMENTS AND CONTINGENCIES

LITIGATION

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 and is in technical default to its
callable convertible note holders. However, in accordance with the terms of the
Share Exchange, the holders of the November 2004 Convertible Notes shall convert
the entire aggregate debt to equity in the Company (see Note 12).

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 9 - RELATED PARTY TRANSACTIONS

See Note 7 and Note 12 for a description of any and all debt and or equity
instruments issued to employees and other related parties.

                                      F-7
<PAGE>

                                 XACT AID, INC.
             NOTES TO THE FINANCIAL STATEMENTS As of March 31, 2006

NOTE 10- OTHER EXPENSE

In accordance with the terms of the acquisition of the common stock of Brooke
Carlyle Life Sciences, Inc. ("Brooke Carlyle") (see Note 3), the Company
received one million shares of Brooke Carlyle common stock. The Company, in
recording the Brooke Carlyle acquisition, has reflected those one million shares
in Other Assets at $1,000 on the Balance Sheet as at March 31, 2006, or par
value of the Brooke Carlyle stock and a related Other Expense charge in the
amount of $ 934,636 on the Income Statement for the Nine Month Period Ended
March 31, 2006 in order to properly reflect the cost basis for the one million
shares of Brooke Carlyle at Brooke Carlyle's $0.001 par value per share.

NOTE 11 - CANCELLATION OF CONSULTING SHARES

In March 2006 the Company cancelled 500,000 shares of its common stock
originally issued in October 2005 to a consultant upon the termination of the
consultant's services and future services to be rendered to the Company. The
Company originally issued the stock in October 2005, and the Company recorded
the cancellation as a reduction of consulting fees in the Company's income
statements for the three and nine month periods ended March 31, 2006 in the
amount of $275,000, which amount represented the fair market value of the stock
on the date of original issue

NOTE 12 - SUBSEQUENT EVENTS

Authorization of Preferred Stock

On April 6, 2006 the Company amended its Articles of Incorporation to provide
for authorization of 100,000,000 shares of Preferred Stock.

Share Exchange

On May 18, 2006 the Company executed a Share Exchange Agreement ("Agreement") by
and among the Company ("Company"), Fred De Luca, a related party of the Company
("Shareholder"), Corich, Enterprises, Ltd.and Herbert Adamczyk ("Sellers") and
Technorient, Limited ("Technorient"), collectively referred to as the "Parties".
The Company anticipates the full execution and effectiveness of the Agreement to
occur on or before May 26, 2006. In accordance with the terms of the Agreement,
the Company shall acquire not less than 99.92% of the capital stock of
Technorient in exchange for the issuance of shares of the Company's Preferred
Stock which were authorized on April 6, 2006 (see Note 12 - Subsequent Events -
Authorization of Preferred Stock) and which will be convertible into 95% of the
outstanding capital stock of the Company (the"Share Exchange"). It is understood
in the Agreement that the intention of the Company is to acquire the benefits of
the business owned and operated by Technorient. Conditions precedent to the
closing of the Reverse Acquisition include, among other things, (i) that the
holders of the Company's 10% Callable Secured Convertible Notes in the aggregate
amount of $1,000,000 will convert into 45,264,032 shares of the Company's common
stock; (ii) that the holder, a related party of the Company, of a certain note
under the Company's assignment of pending patent in the aggregate principal
amount of $950,000 will convert such amount into an aggregate of 16,600,000
restricted shares of the Company's common stock; and (iii) the Company shall
have no assets or liabilities, it being understood that on or before the closing
the Company shall transfer all of its assets, including the shares of Brooke
Carlyle Life Sciences, Inc. to a third party or parties reasonably acceptable to
Seller. In accordance with (iii) above, on May 4, 2006 the Company sold the one
million shares of Brooke Carlyle Life Sciences, Inc. to a private company.
Consideration received was $1,000 cash ($.001 par value of the Brooke Carlyle
shares).

The business of Technorient, originally founded in 1975, is to import, market
and distribute Maserati and Ferrari cars and to provide servicing and spare
parts in the Hong Kong Special Administrative Region of the People's Republic of
China and Macau. Technorient operates from six locations in Hong Kong and China
incorporating sales, spare parts, servicing and body and paint shop facilities
for Ferrari and Maserati. Revenues and net earnings for the year 2005 were
approximately $49 million and $1.4 million, respectively.

                                      F-8
<PAGE>

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

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.

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 consolidated balance
sheet as of March 31, 2006 and the unaudited consolidated statements of
operations and cash flows for the three and nine month periods ended March 31,
2006 and 2005, respectively, 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. 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.

The Company's new management team believes that it is no longer in the best
interests of the Company and its shareholders to continue pursuing sales and
marketing efforts for the wound-specific first aid kit line of products.
Management realizes that significant time and effort has been expended in that
endeavor, but management also believes that the Company does not have the
financial resources to successfully bring those products to market. Management
also recognizes the Company's distressed financial condition and the difficulty
and uncertainty regarding its ability to attract additional capital to utilize
the patent assignment and license it had acquired in September 2005 and to
proceed with the development of a new product. In an effort to bring revenues
and profitable operations to the Company, management seeks to effect a
transaction which would attract a viable business operation and liquidate its
liabilities. In this regard, on May 18, 2006 the Company executed a Share
Exchange Agreement (see Note 12 - Notes To The Financial Statements as of March
31, 2006).

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.

                                        2
<PAGE>

REVENUE RECOGNITION. We recognize revenue at the time of shipment of our
products to customers. We have not generated any revenue to date.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2006 AND
2005

During the three-month periods ended March 31, 2006 and 2005, we had no revenues
and no cost of sales. Our general and administrative expenses decreased from
$144,022 for the three month period ended March 31, 2005 to a negative $208,120
for the three month period ended March 31, 2006, or an decrease of $352,142. The
decrease in general and administrative expense for the three month period ended
March 31, 2006 included the Company's recording the cancellation of a consulting
fee, originally paid and recorded in a previous quarter, as a reduction of
consulting fees in the Company's general and administrative expense for the
three month period ended March 31, 2006 in the amount of $275,000. If this
adjustment were not included in the current quarter, general and administrative
expenses would have been $66,180 and the decrease in general and administrative
expense for the three-month period March 31, 2005 to March 31, 2006 would have
been $77,842. That decrease was due to a net combination of the following:

An increase in consulting fees of approximately $9,230, decreases in selling and
marketing expenses of approximately $31,737, a decrease in executive salaries of
approximately $15,000, a decrease in office and administrative support charges
of approximately $31,684 and a decrease in sundry other expenses in the amount
of $8,651.

Other income (expense) for the three month periods ended March 31, 2006 and
March 31, 2005 were made up of net interest expense, amortization of debt
discount and financing costs in the amount of $99,477 and $182,978,
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 profit of $112,165 for the
three-month period ended March 31, 2006 as compared to a net loss of $324,750
for the three-month period ended March 31, 2005. Exclusive of the adjustment for
cancellation of the consultant's fee as described above, we would have incurred
a net loss for the three-month period ended March 31, 2006 in the amount of
$162,835.

During the nine-month periods ended March 31, 2006 and 2005, we had no revenues
and no cost of sales. Our general and administrative expenses decreased from
$497,911 for the nine month period ended March 31, 2005 to $448,,601 for the
nine month period ended March 31, 2006, or a decrease of $49,310. The decrease
in general and administrative expense for the nine month period ended March 31,
2006 was due primarily to a combination of the following:

Increase in consulting services of approximately $192,491, however included in
the total of $387,577 for the period, $307,000 was paid through issuance of the
Company's common stock in lieu of cash, increase in stock transfer agent fees of
approximately $8,324; offset by a decrease in selling and marketing expenses of
approximately $97,585, decrease in office expenses of approximately $5,205,
decrease in executive compensation of approximately $30,000, a decrease in
office and administrative charges of approximately $110,776 and a decrease in
other sundry expenses of approximately $6,559.

Other expense (net) for the nine month periods ended March 31, 2006 and March
31, 2005 included primarily interest expense, other expenses (including $934,636
in the current period in connection with the acquisition of Brooke Carlyle Life
Sciences, Inc.), amortization of debt discount and financing costs in the amount
of $1,293,252 and $246,922, 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 $1,735,593 for the
nine-month period ended March 31, 2006 as compared to a net loss of $742,318 for
the nine-month period ended March 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

In November 2004, 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 then 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 March 31, 2006, our current assets were comprised of $1,088 in cash. Other
assets included unamortized deferred financing costs in connection with our
convertible financing in the amount of $13,999 and $1,000 in connection with the
acquisition of Brooke Carlyle Life Sciences, Inc. Our current liabilities as at
March 31, 2006 included an amount payable in connection with pending patent
(current portion) of $200,000. Other liabilities included convertible notes
payable of $663,698, net of unamortized debt discount of $336,302 and notes
payable in connection with pending patent in the amount of $750,000.

                                        3
<PAGE>

Net cash used in operating activities was $1,155,030 for the nine-month period
ended March 31, 2006. The primary use of cash for the nine-month period ended
March 31, 2006 was to fund our net loss, offset by $277,808 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.

There were no cash flows from investing activities for the nine month periods
ended March 31, 2006 and 2005.

Our wound specific first aid kits product has not generated revenue, and
divestiture of that product line may or may not result in revenue to us. It is
the opinion of management that, based upon difficulty in obtaining additional
capital, development of new products will be curtailed for the foreseeable
future.

ITEM 3. CONTROLS AND PROCEDURES.

(a)     Evaluation of Disclosure Controls and Procedures. As of the end of the
period covered by this report, we conducted an evaluation, under the supervision
and with the participation of our chief executive officer and chief financial
officer of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms.

(b)     Changes in internal controls. There was no change in our internal
controls or in other factors that could affect these controls during our last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

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 and is in technical default to its
callable convertible note holders. However, in accordance with the terms of the
Reverse Acquisition, the holders of the November 2004 Convertible Notes shall
convert the entire aggregate debt to equity in the Company (see Note 12 - Notes
To Financial Statements as of March 31, 2006).

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

On March 1, 2006, the majority stockholders of the Company authorized an
amendment to the Company's articles of incorporation to increase the number of
shares of authorized capital stock from 100,000,000 to 200,000,000 shares in the
aggregate by authorizing 100,000,000 shares of "blank check" Preferred Stock,
par value $.001 per share. As of the record date of March 1, 2006, Federico G.
Cabo held 3,000,000 shares of common stock, Fred De Luca held 6,000,000 shares
of common stock, and Robert Pautsch held 500,000 shares of common stock.
Combined, they held 9,500,000 votes out of a total of 13,413,521 possible votes
on each matter submitted to the stockholders. All of the aforementioned
shareholders voted in favor of the foregoing proposals by resolution dated March
1, 2006. On April 19, 2006, we filed the amendment to our articles of
incorporation with the Secretary of State of Nevada.

Item 5. Other Information.

None.

Item 6. Exhibits

(a) Exhibits

31.1        Certification by Chief Executive Officer pursuant to Sarbanes Oxley
            Section 302

31.2        Certification by Chief Financial Officer pursuant to Sarbanes Oxley
            Section 302

32.1        Certification by Chief Executive Officer pursuant to 18 U.S. C.
            Section 1350

32.2        Certification by Chief Financial Officer pursuant to 18 U.S. C.
            Section 1350


                                      4
<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:  May 19, 2006                    Robert G. Pautsch, President and Chief
                                       Executive Officer (Principal Executive
                                       Officer)

                                 By:/s/ Charles Miseroy
                                    --------------------------------------------
Date:  May 19, 2006                    Charles Miseroy, Chief Financial Officer
                                       (Principal Accounting and Financial
                                       Officer)

                                     5