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 December 31, 2005

                                       OR

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

                   Commission file number ____________________

                                 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 February
17, 2006 was 13,413,521.

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 December 31, 2005 (Unaudited)                F-1
               Statements of Operations for the Three Months
                  Ended December 31, 2005 and 2004                           F-2
               Statements of Operations for the Six Months
                  Ended December 31, 2005 and 2004                           F-2
               Statements of Cash Flows for the Six Months Ended
                  December 31, 2005 and 2004                                 F-3
               Notes to Financial Statements                                 F-5
         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                               5
         Item 3.  Defaults Upon Senior Securities                              5
         Item 4.  Submission of Matters to a Vote of Securities Holders        5
         Item 5.  Other Information                                            5
         Item 6.  Exhibits                                                     5


                                       1

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                    XACT AID, INC.

                                    BALANCE SHEET
                                      UNAUDITED

<TABLE>
<CAPTION>
                                        ASSETS
                                                                          December 31,
                                                                              2005
                                                                          -----------
<S>                                                                       <C>
Current assets:
     Cash                                                                 $       696
                                                                          -----------
         Total current assets                                                     696

       Deferred financing cost, net of accumulated
       amortization of $41,509                                                 27,175
       Other assets                                                             1,000
                                                                          -----------
         Total assets                                                     $    28,871
                                                                          ===========
                        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 $422,603       577,397
Note payable -assignment of pending patent                                    750,000

         Total liabilities                                                  1,527,397
                                                                          -----------

Commitments and contingencies

Stockholders' deficit:
     Common stock, $0.001 par value; 100,000,000 shares authorized;
       13,413,521 shares issued and outstanding as of December 31, 2005        13,041
     Additional paid-in capital                                             1,536,201
     Accumulated deficit                                                   (3,047,768)
                                                                          -----------
         Total stockholders' deficit                                       (1,498,526)
                                                                          -----------
                                                                          $    28,871
                                                                          ===========
</TABLE>

See accompanying notes to financial statements

                                         F-1


<PAGE>

                                       XACT AID, INC.

                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months Ended              Six Months Ended
                                    --------------------------    --------------------------
                                            December 31,                 December 31,
                                        2005           2004           2005           2004
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>           <C>
Revenue                             $        --    $        --    $       --    $         --

Costs and expenses:
    Cost of sales                            --             --            --              --
    General and administrative          574,900        313,944        656,721        353,950
                                    -----------    -----------    -----------    -----------

Loss from operations                   (574,900)      (313,944)      (656,721)      (353,945)
Other expense:
    Interest expense                     (8,842)       (63,457)      (248,199)       (63,457)
    Interest income                         806            --           2,738            260
    Other income (expense)             (950,576)           --        (945,576)             5
                                    -----------    -----------    -----------      ----------
   Total Other Income & (Expense)      (958,612)       (63,665)    (1,191,037)       (63,192)

Net loss                            $(1,533,512)     $(377,401)    (1,847,758)      (417,142)

Basic and diluted net loss per
  common share                      $     (0.11)   $     (0.19)   $     (0.13)   $     (0.21)
                                    ===========    ===========    ===========    ===========
Basic and diluted weighted
  average shares outstanding         14,608,279      2,001,000     14,608,279      2,001,000
                                    ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to financial statements

                                             F-2


<PAGE>

                                            XACT AID, INC.

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   For The               For The
                                                              Six Months Ended      Six Months Ended
                                                             December 31, 2005     December 31, 2004
                                                             ------------------    ------------------
<S>                                                          <C>                   <C>
Cash flows from operating activities:
   Net loss                                                  $       (1,847,758)   $        (417,412)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
       Stock issued for services                                        525,000
Depreciation and amortization                                                --                   416
       Amortization of debt discount and non-cash interest
         expense                                                        215,754                    --
         Changes in operating assets and liabilities
           Inventory                                                     42,898                  (168)
           Escrow receivable                                                 --               (15,160)
           Notes receivable                                             (20,000)              (23,474)
           Note receivable from related party                           166,049               289,895
           Deferred costs                                                15,129                43,269
           Prepaid expenses                                              16,676               (52,313)
           Other assets                                                    (615)                    --
           Accounts payable and accrued expenses                       (122,257)               42,620
                                                             ------------------    ------------------
   Net cash (used) in operating activities                           (1,009,124)             (898,358)
                                                             ------------------    ------------------
Cash flows from investing activities:
  Acquisition of pending patent                                              --                   --
                                                             ------------------    ------------------
   Net cash (used in) provided by investing activities                       --                   --
                                                             ------------------    ------------------
Cash flows from financing activities:
   Payments on notes payable to related parties                              --                    --
   Payments on capital leases                                                --                (2,067)
   Proceeds from notes payable-pending patent                           950,000                    --
   Change in convertible debenture                                           --                58,973
   Additional paid in capital                                                                 613,758
                                                             ------------------    ------------------
   Net cash (used) provided by financing activities                     950,000              (670,664)
                                                             ------------------    ------------------
</TABLE>


CONTINUED ...

                                                 F-3


<PAGE>

                                         XACT AID, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                           (UNAUDITED)

<TABLE>
<CAPTION>
                                                                For The              For The
                                                           Six Months Ended      Six Months Ended
                                                           December 31, 2005    December 31, 2004
                                                           -----------------    -----------------
<S>                                                        <C>                  <C>
Net increase in cash                                                 (59,124)            (277,721)

Cash, beginning of year                                               59,820              308,911
                                                           -----------------    -----------------
Cash, end of period                                                      696    $          81,190
                                                           =================    =================
Supplemental disclosure of cash flow information:
      Cash paid during the year for:
            Interest                                       $          32,445    $          63,457
                                                           =================    =================
            Income taxes                                   $              --    $              --
                                                           =================    =================
</TABLE>


                                               F-4

<PAGE>

                                 XACT AID, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2005

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying December 31, 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 December 31, 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 December 31, 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.

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.

NOTE 3 - DESCRIPTION OF BUSINESS

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. In an effort
to reduce the financial burden of the Company, management has successfully
concluded a transaction in which it has favorably divested itself of the Xact
Aid product line of wound-specific first aid kits.

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 to have
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

                                       F-5

<PAGE>

                                 XACT AID, INC.
            NOTES TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005

NOTE 3 - DESCRIPTION OF BUSINESS (CONTINUED)

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 is continuing 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.

Recognizing the Company's distressed financial condition and the uncertainty
regarding its ability to attract additional capital to proceed with the
development of a new product, on December 22, 2005 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 (a) all
goodwill appurtenant thereto; (b) inventory in the amount of 42,899; (c)
confidential and proprietary information relating to the Xact Aid products; (d)
Seller's domain names including source codes, user name and passwords; (e) all
designs and copyrights in connection with the Trademark; and (f) all records and
materials relating to suppliers and customer list; (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 $750,000 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. The Company intends to spin-off Brooke Carlyle and
distribute all of its 1,000,000 shares to the Company's shareholders.

Further, the Company and the holder of the note representing the Company's
obligation for the Patent Assignment have agreed in principal to convert the
debt to equity in the Company, and are currently negotiating specific terms of
the conversion.

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.

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
("Withrow") (the "Assignment of Pending Patent"). The pending patent was
intended to 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 the Company obtains 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.

NOTE 6 - NOTE 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 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


                                       F-6
<PAGE>

                                 XACT AID, INC.
            NOTES TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005

NOTE 7 - NOTES PAYABLE - PENDING PATENT (CONTINUED)

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 December 31, 2005. Further, the Company and the holder of the note
representing the Company's obligation for the Patent Assignment have agreed in
principal to convert the debt to equity in the Company, and are currently
negotiating specific terms of the conversion.

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 December 31, 2005 the remaining balance on this note was $43,000.
Fred De Luca has waived the accumulation of interest through December 31, 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%).

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 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


                                       F-7

<PAGE>

                                 XACT AID, INC.
            NOTES TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005

NOTE 10 - NOTE PAYABLE - PENDING PATENT (CONTINUED)

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 December 31, 2005. Further, the Company and the holder of the
note representing the Company's obligation for the Patent Assignment have agreed
in principal to convert the debt to equity in the Company, and are currently
negotiating specific terms of the conversion.

NOTE 11 - STOCKHOLDERS' DEFICIT

COMMON STOCK

During the three month period ended December 31, 2005, shares of the Company's
common stock were issued as follows:

In October 2005 the Company issued 900,000 shares of its common stock to two
consultants in exchange for services rendered and to be rendered valued at
$477,000 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 November 2005 the Company issued 25,000 shares of its common stock to two
consultants in exchange for services rendered and to be rendered valued at
$5,000 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 November 2005 the Company issued 500,000 shares of its common stock in
connection with an Amendment (the "Amendment") to the Assignment of Pending
Patent with Edward W. Withrow, III ("Withrow") dated September 26, 2005 (the
"Assignment"). In the Amendment, Withrow agreed to accept $25,000 cash in lieu
of common stock of the Company valued at $50,000. The Company and Withrow
further agreed that the balance of the equity portion of the consideration under
the Assignment would be reduced to issuance of registered stock of the Company
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
obligation due to Withrow. On November 23, 2005, upon mutual agreement between
Withrow and the Company, the 500,000 share certificate was surrendered to the
Company and cancelled.

In November 2005 the Company issued 15,000 shares of its common stock in
exchange for edgarizing services rendered valued at $3,000 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 December 2005 the Company issued 200,000 shares of its common stock to a
consultant in exchange for services rendered and to be rendered valued at
$40,000 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.

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


                                       F-8

<PAGE>

                                 XACT AID, INC.
            NOTES TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005

NOTE 11 - STOCKHOLDERS' DEFICIT (CONTINUED)

been 1,540,000 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 December 31, 2005 was 960,000.

WARRANTS

During the three month period ended December 31, 2005, no warrants to purchase
shares of the Company's common stock were issued:

NOTE 12 - 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.

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- OTHER EXPENSE

In accordance with the terms of the acquisition of 100% of the common stock of
Brooke Carlyle Life Sciences, Inc. ("Brooke Carlyle"), the Company's
wholly-owned subsidiary (see Note 3 - Description of Business in Notes To The
Financial Statements), 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 December 31, 2005, or par value of the Brooke Carlyle stock and an
associated Other Expense charge in the amount of $ 934,636 on the Income
Statement for the Six Month Period Ended December 31, 2005. On December 22,
2005, by unanimous consent of the Board of Directors, the Company is holding
such shares pending the spin-off of Brooke Carlyle and the filing with the
S.E.C. of a registration statement registering the one million shares to be
distributed, proportionately, to the shareholders of Xact Aid.


                                       F-9
<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
December 31, 2005 and the unaudited statements of operations and cash flows for
the three and six month periods ended December 31, 2005 and 2004, 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.

Our new management team believes that it is no longer in our best interests or
that of our shareholders to continue pursuing sales and marketing efforts for
the wound specific first aid kit line of products, and we are seeking a
transaction in which we can favorably divest ourselves of that product line.
Recognizing our distressed financial condition and the uncertainty regarding our
ability to attract additional capital to proceed with the development of a new
product, on December 22, 2005 we 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, we
agreed to: (i) sell,assign and transfer to Brooke Carlyle any and all of our
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 (a) all goodwill appurtenant thereto; (b)
inventory in the amount of 42,899; (c) confidential and proprietary information
relating to the Xact Aid products; (d) Seller's domain names including source
codes, user name and passwords; (e) all designs and copyrights in connection
with the Trademark; and (f) all records and materials relating to suppliers and
customer list; (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 $750,000 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. The Company
intends to spin-off Brooke Carlyle and distribute all of its 1,000,000 shares to
the Company's shareholders.

Further, we and the holder of the note representing our obligation for the
Patent Assignment have agreed in principal to convert the debt to equity of our
Company, and are currently negotiating specific terms of the conversion.

Management recognizes our inability to generate additional resources to fund
overhead and eventually achieve revenue and sustained profitability under our
existing conditions We believe that Brooke Carlyle, after it has been spun-off,
will have a greater degree of success in raising the capital required to develop
and bring the new product to market, and eventually increase shareholder value.

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"),


                                       2
<PAGE>

"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 have not generated any revenue to date.

RESULTS OF OPERATIONS

During the three month periods ended December 31, 2005 and 2004, we had no
revenues and no cost of sales. Our general and administrative expenses increased
from $313,982 for the three month period ended December 31, 2004 to $574,900 for
the three month period ended December 31, 2005, or an increase of $260,917. The
increase in general and administrative expense for the three month period ended
December 31, 2005 was due primarily to a net combination of the following:

An increase in consulting fees of approximately $407,684, representing the value
of the Company's common stock issued to various consultants in lieu of cash for
business advisory services; and decreases in selling expenses of approximately
$27,981, including consulting fees of $17,900, a decrease in executive salaries
of approximately $15,000, a decrease in office and administrative support
charges of approximately $101,819, and approximately $1,985 of other sundry
expenses.

Other income (expense) for the three month periods ended December 31, 2005 and
December 31, 2004 were made up of net interest expense, other expenses
(including $934,636 in connection with the acquisition of our wholly-owned
subsidiary), amortization of debt discount and financing costs in the amount of
$958,612 and $63,665, 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 $1,533,512 for the three
month period ended December 310, 2005 as compared to a net loss of $377,401 for
the three month period ended December 31, 2004.

During the six month periods ended December 31, 2005 and 2004, we had no
revenues and no cost of sales. Our general and administrative expenses increased
from $353,950 for the six month period ended December 31, 2004 to $656,721 for
the six month period ended December 31, 2005, or an increase of $302,771. The
increase in general and administrative expense for the six month period ended
December 31, 2005 was due primarily to a combination of the following:

Increase in consulting services of approximately $458,261, however included in
the total of $602,577 for the period, $528,900 was paid through issuance of the
Company's common stock in lieu of cash, increase in stock transfer agent fees of
approximately $4,855; offset by a decrease in selling and marketing consulting
fees of approximately $44,900, decrease in executive compensation of
approximately $15,000, decrease of approximately $20,948 in various marketing
expenses, a decrease in office and administrative charges of approximately
$79,092 and a decrease in other sundry expenses of approximately $344.

Other expense (net) for the six month periods ended December 31, 2005 and
December 31, 2004 included primarily interest expense, other expenses (including
$934,636 in connection with the acquisition of our wholly-owned subsidiary),
amortization of debt discount and financing costs in the amount of $1,191,037
and $63,192, 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 $1,847,758 for the six month
period ended December 31, 2005 as compared to a net loss of $417,142 for the six
month period ended December 31, 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 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.


                                       3
<PAGE>

As of December 31, 2005, our current assets were comprised of $696 in cash.
Other assets included unamortized deferred financing costs in connection with
our convertible financing in the amount of 27,175 and $1,000 in connection with
the acquisition of our wholly-owned subsidiary. Our current liabilities as at
December 31, 2005 included an amount payable in connection with pending patent
(current portion) of $200,000. Other liabilities included convertible notes
payable of $577,397, net of unamortized debt discount of $422,603 and notes
payable in connection with pending patent in the amount of $750,000.

We had a net loss of $1,533,512 for the three month period ended December 31,
2005 as opposed to a net loss of $377,401 for the three month period ended
December 31, 2004. The increase in the net loss is attributable to the costs and
expenses associated with our efforts to develop a new product.

Net cash used in operating activities was $1,109,124 for the six month period
ended December 31, 2005. The primary use of cash for the six month period ended
December 31, 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.

There were no cash flows from investing activities for the six month periods
ended December 31, 2005 and 2004.

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 forseeable
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.

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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

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

During the three month period ended December 31, 2005, shares of the Company's
common stock were issued as follows:

In October 2005 the Company issued 900,000 shares of its common stock to two
consultants in exchange for services rendered and to be rendered valued at
$477,000 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 November 2005 the Company issued 25,000 shares of its common stock to two
consultants in exchange for services rendered and to be rendered valued at
$5,000 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.


                                       4
<PAGE>

In November 2005 the Company issued 500,000 shares of its common stock in
connection with an Amendment (the "Amendment") to the Assignment of Pending
Patent with Edward W. Withrow, III ("Withrow") dated September 26, 2005 (the
"Assignment"). In the Amendment, Withrow agreed to accept $25,000 cash in lieu
of common stock of the Company valued at $50,000. The Company and Withrow
further agreed that the balance of the equity portion of the consideration under
the Assignment would be reduced to issuance of registered stock of the Company
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
obligation due to Withrow. On November 23, 2005, upon mutual agreement between
Withrow and the Company, the 500,000 share certificate was surrendered to the
Company and cancelled.

In November 2005 the Company issued 15,000 shares of its common stock in
exchange for edgarizing services rendered valued at $3,000 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 December 2005 the Company issued 200,000 shares of its common stock to a
consultant in exchange for services rendered and to be rendered valued at
$40,000 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.

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.

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

None

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


                                       5
<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:  February 21, 2006            Robert G. Pautsch, President and
                                    Chief Executive Officer
                                    (Principal Executive Officer)


                                 By:/s/ Charles Miseroy
                                    --------------------------------------------
Date:  February 21, 2006            Charles Miseroy, Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


                                       6