UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





Form
      10-QSB





(Mark
      One)





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





For
      the
      quarter ended March 31, 2006





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





For
      the
      transition period from _____ to ______





Commission
      File Number: 000-30011





TOTAL
      IDENTITY CORP.


(Exact
      name of small business issuer as specified in charter)





FLORIDA
            65-0309540(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer I.D. No.)





1007
      N.
      Federal Highway, Suite D-6


Fort
      Lauderdale, Florida 33304


(Address
      of principal executive offices





(561)
      208-8101


(Issuer's
      telephone number, including area code)





N/A


(Former
      name or former address, if changed since last report)





Check
      whether the Issuer (1) has 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 [ ] No
      [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [X] No [ ]





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 27,392,510 shares at August 31,
      2006





Transitional
      Small Business Disclosure Format (Check one): Yes [ ] No [x]








TOTAL
      IDENTITY CORP. AND SUBSIDIARIES


FORM
      10-QSB


QUARTERLY
      PERIOD ENDED March 31, 2006





INDEX


PART
                I - FINANCIAL INFORMATION
            PageItem
                1. Consolidated Financial Statements (Unaudited)Consolidated
                Balance Sheet (Unaudited) as of March 31, 2006
            3Consolidated
                Statements of Operations (Unaudited)
            5for
                the three months ended March 31, 2006 and 2005Consolidated
                Statements of Cash Flows (Unaudited)
            7for
                the three months ended March 31, 2006 and 2005Notes
                to Consolidated Financial Statements
            9Item
                2. Management's Discussion and Analysis or Plan of
                Operation
            14Item
                3. Controls and Procedures
            19PART
                II - OTHER INFORMATION
            19Item
                1. Legal Proceedings
            19Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            19Item
                3 Default upon Senior Securities
            19Item
                4 Submission of Matters to a Vote of Security Holders
            20Item
                5. Other Information
            20Item
                6. Exhibits
            20SIGNATURES
            21





**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING INFORMATION**





Certain
      statements in this quarterly report on Form 10-QSB contain or may contain
      forward-looking statements that are subject to known and unknown risks,
      uncertainties and other factors which may cause actual results, performance
      or
      achievements to be materially different from any future results, performance
      or
      achievements expressed or implied by such forward-looking statements. These
      forward-looking statements were based on various factors and were derived
      utilizing numerous assumptions and other factors that could cause our actual
      results to differ materially from those in the forward-looking statements.
      These
      factors include, but are not limited to, economic, political and market
      conditions and fluctuations, government and industry regulation, interest rate
      risk, U.S. and global competition, and other factors. Most of these factors
      are
      difficult to predict accurately and are generally beyond our control. You should
      consider the areas of risk described in connection with any forward-looking
      statements that may be made herein. Readers are cautioned not to place undue
      reliance on these forward-looking statements, which speak only as of the date
      of
      this report. Readers should carefully review this quarterly report in its
      entirety, including but not limited to our financial statements and the notes
      thereto. Except for our ongoing obligations to disclose material information
      under the Federal securities laws, we undertake no obligation to release
      publicly any revisions to any forward-looking statements, to report events
      or to
      report the occurrence of unanticipated events.





Unless
      otherwise indicated, the terms "Total Identity," the "Company," " we," "our,"
      and "us" refers to Total Identity Corp. a Florida corporation, and our
      subsidiaries Total Identity Systems, Inc., a New York corporation ("TISC"),
      Total Digital Communications, Inc., a Florida corporation formerly known as
      Total Digital Displays, Inc. (“Total Digital”), Yard Sale Drop Off, Inc., a
      Florida corporation formerly known as Total Identity Group, Inc. (“Yard Sale
      Drop Off”) and Sovereign Research, LLC, a Florida limited liability company.


2





**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Balance Sheets








ASSETS





March
                31,
            
            December
                31,2006
            
            2005(Unaudited)CURRENT
                ASSETSPrepaid
                expenses
            
            $
            646
            
            $
            646Total
                Current Assets
            
            
            646
            
            
            646ASSETS
                FROM DISCONTINUED OPERATIONS (Note 3)
            
            
            14,404
            
            
            14,731TOTAL
                ASSETS
            
            $
            15,050
            
            $
            15,377








The
            accompanying notes are an integral part of these consolidated
            financial statements


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Balance Sheets (Continued)





LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)





March
                31,
            
            December
                31,2006
            
            2005(Unaudited)CURRENT
                LIABILITIESCash
                overdraft
            
            $
            213
            
            $
            213Accounts
                payable
            
            
            209,840
            
            
            185,641Accounts
                payable- related party (Note 4)
            
            
            41,456
            
            
            41,156Accrued
                expenses
            
            
            229,925
            
            
            181,550Convertible
                debenture
            
            
            125,000
            
            
            125,000Notes
                payable
            
            
            25,000
            
            
            25,000Notes
                payable- related party (Note 4)
            
            
            60,452
            
            
            100,452Total
                Current Liabilities
            
            
            691,886
            
            
            659,012LIABILITIES
                FROM DISCONTINUED OPERATIONS (Note 3)
            
            
            83,584
            
            
            88,301TOTAL
                LIABILITIES
            
            
            775,470
            
            
            747,313STOCKHOLDERS’
                EQUITY (DEFICIT)Preferred
                stock, Series “A” $0.01 par value,1,500,000
                shares authorized; -0- sharesissued
                and outstanding
            
            
            -
            
            
            -Preferred
                stock, Series “B” $0.01 par value,500,000
                shares authorized; -0- issued and outstanding
            
            
            -
            
            
            -Common
                stock, $0.01 par value, 30,000,000 sharesauthorized,
                23,492,506 and 17,992,506 shares issuedand
                outstanding, respectively
            
            
            234,924
            
            
            179,924Additional
                paid-in capital
            
            
            9,855,837
            
            
            9,849,837Accumulated
                deficit
            
            
            (10,851,181
            )
            
            (10,761,697
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (760,420
            )
            
            (731,936
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’EQUITY
                (DEFICIT)
            
            $
            15,050
            
            $
            15,377








The
            accompanying notes are an integral part of these consolidated
            financial statements.


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Statements of Operations


(Unaudited)





For
                the Three Months EndedMarch
                31,2006
            
            2005REVENUE
            
            $
            -
            
            $
            -COST
                OF SALES
            
            
            -
            
            
            -GROSS
                MARGIN
            
            
            -
            
            
            -EXPENSESSalaries
                and wages
            
            
            51,000
            
            
            57,000General
                and administrative
            
            
            8,758
            
            
            36,770Total
                Expenses
            
            
            59,758
            
            
            93,770LOSS
                FROM OPERATIONS
            
            
            (59,758
            )
            
            (93,770
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            (18,375
            )
            
            (3,375
            )Other
                income
            
            
            28
            
            
            1Total
                Other Income (Expense)
            
            
            (18,347
            )
            
            (3,374
            )LOSS
                BEFORE DISCONTINUED OPERATIONS
            
            
            (78,105
            )
            
            (97,144
            )GAIN
                (LOSS) ON DISCONTINUED OPERATIONS (Note 3)
            
            
            (11,379
            )
            
            (119,863
            )NET
                LOSS
            
            $
            (89,484
            )
            $
            (217,007
            )BASIC
                LOSS PER SHARELoss
                per share before discontinued operations
            
            $
            (0.00
            )
            $
            (0.00
            )Loss
                per share on discontinued operations
            
            
            (0.00
            )
            
            (0.01
            *)*NET
                LOSS PER SHARE
            
            $
            (0.00
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            17,992,506
            
            
            16,186,120





The
            accompanying notes are an integral part of these consolidated financial
            statements.
 5


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Statements of Stockholders’ Equity (Deficit)





AdditionalPreferred
                Stock
            
            Common
                Stock
            
            Paid-in
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            DeficitBalance,
                December 31, 2004
            
            
            -
            
            $
            -
            
            
            15,347,171
            
            $
            153,471
            
            $
            9,667,977
            
            $
            (10,256,314
            )Common
                stock issued for cash
            
            
            -
            
            
            -
            
            
            500,000
            
            
            5,000
            
            
            20,000
            
            
            -Common
                stock issued forwarrant
                exercise
            
            
            -
            
            
            -
            
            
            750,000
            
            
            7,500
            
            
            15,000
            
            
            -Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            1,000,000
            
            
            10,000
            
            
            70,000
            
            
            -Common
                stock issued for relatedparty
                debt
            
            
            -
            
            
            -
            
            
            395,335
            
            
            3,953
            
            
            11,860
            
            
            -Stock
                warrants issued for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            15,000
            
            
            -Stock
                options issued for salary
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000
            
            
            -Consolidated
                net loss forthe
                year ended December31,
                2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (505,383
            )Balance,
                December 31, 2005
            
            
            -
            
            
            -
            
            
            17,992,506
            
            
            179,924
            
            
            9,849,837
            
            
            (10,761,697
            )Common
                stock issued forrelated
                party debt - unaudited
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            40,000
            
            
            -
            
            
            -Common
                stock issued for relatedparty
                debt penalty - unaudited
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            15,000
            
            
            -
            
            
            -Stock
                options issued forSalary
                - unaudited
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            6,000
            
            
            -Consolidated
                net loss forthe
                three months ended March31,
                2006 - unaudited
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (89,484
            )Balance,
                March 31, 2006-
                unaudited
            
            
            -
            
            $
            -
            
            
            23,492,506
            
            $
            234,924
            
            $
            9,855,837
            
            $
            (10,851,181
            )








The
            accompanying notes are an integral part of these consolidated financial
            statements.
 6


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Statements of Cash Flows


(Unaudited)


For
                the Three Months EndedMarch
                31,2006
            
            2005CASH
                FLOWS FROM OPERATINGACTIVITIESNet
                loss
            
            $
            (89,484
            )
            $
            (217,007
            )Adjustments
                to reconcile net loss to netcash
                used by operating activities:Depreciation
                and amortization - discontinued
            
            
            1,226
            
            
            -Stock
                issued for services, salary and interest
            
            
            15,000
            
            
            80,000Stock
                options issued for salary
            
            
            6,000
            
            
            12,000Stock
                warrants issued for services
            
            
            -
            
            
            15,000Changes
                in assets and liabilities:Decrease
                in prepaid and other assets
            
            
            -
            
            
            876(Increase)
                decrease in other assets - discontinued
            
            
            590
            
            
            (590
            )Increase
                in accounts payable - discontinued
            
            
            15,297
            
            
            43,084Increase
                in accounts payable and accounts payable-
                related parties
            
            
            8,485
            
            
            5,189Increase
                in accrued expenses andexpenses
                - related
            
            
            44,375
            
            
            37,063Net
                Cash Provided (Used) by Operating Activities
            
            
            1,489
            
            
            (24,385
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property and equipment - discontinued
            
            
            -
            
            
            (2,568
            )Net
                Cash (Used) by Financing Activities
            
            
            -
            
            
            (2,568
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from issuance of stock
            
            
            -
            
            
            25,000Net
                Cash Provided by Financing Activities
            
            
            -
            
            
            25,000INCREASE
                (DECREASE) IN CASH
            
            
            1,489
            
            
            (1,953
            )CASH
                AT BEGINNING OF PERIOD
            
            
            (143
            )
            
            2,824Cash
                from continuing operations
            
            
            (213
            )
            
            383Cash
                from discontinued operations
            
            
            1,559
            
            
            488CASH
                AT END OF PERIOD
            
            $
            1,346
            
            $
            871





The
            accompanying notes are an integral part of these consolidated financial
            statements.
 7


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Consolidated
      Statements of Cash Flows (Continued)


(Unaudited)


For
                the Three Months EndedMarch 31,2006
            
            2005SUPPLEMENTAL
                DISCLOSURES OF CASH FLOWINFORMATION:CASH
                PAID FOR:Interest
            
            $
            -
            
            $
            2,813Income
                taxes
            
            $
            -
            
            $
            -SCHEDULE
                OF NON-CASH FINANCING ACTIVITIES:Stock
                issued for services, salary and interest
            
            $
            15,000
            
            $
            80,000Stock
                options issued for salary
            
            $
            6,000
            
            $
            12,000Stock
                warrants issued for services
            
            $
            -
            
            $
            15,000Stock
                issued for debt
            
            $
            -
            
            $
            38,312








The
            accompanying notes are an integral part of these consolidated financial
            statements.
 8


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


March
      31,
      2006 and December 31, 2005





NOTE
      1 BASIS
      OF
      FINANCIAL STATEMENT PRESENTATION




The
      condensed financial statements presented are those of Total Identity Corp (the
      Company). The accompanying unaudited condensed financial statements have been
      prepared by the Company pursuant to the rules and regulations of the Securities
      and Exchange Commission. 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 in accordance with such rules and regulations. The
      information furnished in the interim condensed financial statements include
      normal recurring adjustments and reflects all adjustments, which, in the opinion
      of management, are necessary for a fair presentation of such financial
      statements. Although management believes the disclosures and information
      presented are adequate to make the information not misleading, it is suggested
      that these interim condensed financial statements be read in conjunction with
      the Company’s most recent audited financial statements. Operating results for
      the three months ended March 31, 2006 are not necessarily indicative of the
      results that may be expected for the year ending December 31, 2006.





NOTE
      2 COMMITMENTS
      AND CONTINGENCIES





Litigation





During
      February 2005, a lawsuit was commenced in the Supreme Court of the State of
      New
      York, County of Monroe, under the caption Stephen E. Webster v. Richard Dwyer,
      Matthew P. Dwyer, Phillip Mistretta, Total Digital Displays, Inc., Leslie W.
      Kernan, Jr., Lacy Katzen LLP, et al. The plaintiff, Stephen E. Webster,
      previously purchased a $125,000 debenture from Total Identity Corporation and
      is
      seeking payment of the convertible debenture by alleging that he was
      fraudulently induced to purchase the debenture. The Company has filed various
      motions in its defense and in September 2005 a judgment was granted against
      the
      Company and other parties for $125,000 plus 9% interest per annum. In February
      of 2006 the judgment was vacated. In March of 2006 the Company’s attorneys filed
      a motion to withdraw as counsel, which was granted. In August of 2006 a default
      judgment was granted against the Company.  The
      Company's current resources may not permit it to appeal or otherwise contest
      the
      default judgment.




On
      May 4,
      2004 a judgment was granted against the Company in a lawsuit filed in the
      Superior Court for Orange County, California. The suit sought collection of
      legal fees and costs totaling $50,714 including accrued interest at the rate
      of
      10% per annum, attorney’s fees and court costs. A total of $58,703 is included
      in accounts payable at March 31, 2006.




NOTE
      3  SALES
      AGREEMENTS




Sale
      of Yard Sale Drop Off





During
      March 2006, the Company entered into an agreement to sell all of the assets
      of
      its wholly-owned subsidiary YSDO to an individual for $8,000 in cash and
      discontinue its operations. Payment was received in four installments of $2,000
      a piece, the last payment being in May 2006, when the Company released all
      assets to the purchaser. All
      operating results of YSDO are included in discontinued operations as of March
      31, 2006. No tax benefit has been attributed to discontinued
      operations.





9


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


March
      31,
      2006 and December 31, 2005





NOTE
      3 SALES
      AND ACQUISITIONS AGREEMENTS (CONTINUED)







Sale
      of Yard Sale Drop Off (Continued)







The
      following is an unaudited summary of the loss from discontinued operations
      resulting from the disposal of YSDO:




For
                the Three Months EndedMarch
                31,2006
            
            2005REVENUE
            
            $
            -
            
            $
            388COST
                OF SALES
            
            
            9,763
            
            
            29,872GROSS
                DEFICIT
            
            
            (9,763
            )
            
            (29,484
            )EXPENSESDepreciation
            
            
            1,226
            
            
            -Selling,
                general and administrative
            
            
            390
            
            
            90,379Total
                Expenses
            
            
            1,616
            
            
            90,379LOSS
                FROM DISCONTINUED OPERATIONS
            
            $
            (11,379
            )
            $
            (119,863
            )





Sale
      of Total Digital Displays





On
      December 15, 2004, our wholly owned subsidiary Total Digital acquired certain
      assets from an individual, including the seller’s rights under a purported
      license agreement with Major League Baseball. The purchase price for the assets
      was paid by the issuance of 10,000,000 shares of Total Digital’s common stock to
      the seller. The 10,000,000 shares represented approximately 93% of Total
      Digital’s outstanding common stock at the time of issuance.





On
      December 29, 2004, the Company intended to distribute to its shareholders of
      record on December 15, 2004, as a dividend. On January 11, 2005, the Company
      determined that the seller of the assets had fraudulently misrepresented the
      ownership of the license from Major League Baseball when, in fact, the seller
      did not own any such license. As a result, on January 11, 2005, the Company
      notified the seller of claims it had against it and demanded rescission of
      the
      asset purchase agreement, including its return of the 10,000,000 shares of
      Total
      Digital. To date, the seller has not complied with our demands and has denied
      any wrongdoing and at this time Total Digital has no assets or
      liabilities.  In
      addition, the Company has been advised that Total Digital was administratively
      dissolved on September 16, 2005 by the State of Florida resulting from its
      failure to file its annual report.





During
        2005 the Company filed suit in Broward County, Florida circuit court and
        was
        awarded a default in August 2005 as a result of the defendant's failure to
        answer our complaint within the prescribed timeframe; however, in September
        2005
        the court set aside the default and as of August 31, 2006 the case remains
        pending.  In light of the foregoing, the opinion of
        counsel





10


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


March
      31,
      2006 and December 31, 2005





NOTE
      4   RELATED
      PARTY TRANSACTIONS





Accounts
      and Notes Payable





As
      of
      March 31, 2006, the Company owed two related parties $60,452 for amounts loaned
      to the Company for operating expenses.





As
      of
      March 31, 2006, the Company has accounts payable to current and former officers
      totaling $41,456.





On
      March
      31, 2006, a related party note payable in the amount of $40,000 was converted
      to
      common stock at $0.01 per share, or 4,000,000 shares. In addition, the Company
      issued 1,500,000 shares of common stock valued at a market price of $0.01 per
      share, or $15,000, for payment of past due penalties.





Employment
      Agreement





During
      2004, the Company entered into an employment agreement with an individual to
      act
      as Chief Executive and Finance Officer of the Company. The agreement calls
      for a
      salary of $180,000 per year and stock options of 200,000 shares per quarter,
      issued and fully vested on the first day of the quarter, exercisable for five
      years at the market price on the date of issue. The Company recognized $45,000
      in compensation expense related to salary and $6,000 related to the issuance
      of
      options during the three months ended March 31, 2006.





Settlement
      Agreement




On
      May
      13, 2004, the Company and Scott Siegel, a former officer and director, entered
      into an agreement resolving certain disputes that had arisen relating to the
      ownership of 1,050,000 shares of the Company’s common stock and 250,000 shares
      of its Series A preferred stock that were the subject of a stock purchase
      agreement dated February 21, 2003. As a result of the terms of the settlement
      the Company has recorded a note payable of $35,265. The amount payable to Mr.
      Siegel is to be paid (a) one-third for each million dollars in financing raised
      by the Company after June 27, 2004 or (b) pro-rata to the extent that other
      officers or directors of the Company receive repayment of indebtedness from
      third-party financing obtained by the Company subsequent to June 27, 2004.
      No
      amounts were paid during the period ended March 31, 2006.




NOTE
      5   COMMON
      STOCK AND EQUITY INSTRUMENTS





Common
      Stock





On
      March
      31, 2006, a related party note payable in the amount of $40,000 was converted
      to
      common stock at $0.01 per share, or 4,000,000 shares. In addition, the Company
      issued 1,500,000 shares of common stock valued at a market price of $0.01 per
      share, or $15,000, for payment of past due penalties.





Stock
      Options and Warrants





The
      Company estimated the fair value of each stock option or warrant issued during
      the year at the grant date by using the Black-Scholes option pricing model
      based
      on the following assumptions:


Risk
                  free interest rates
              4.30%Expected
                  lives
              5
                  yearsExpected
                  volatilities
              222%Dividend
                  yields
              0.00%


On
      January 1, 2006, the Company granted its CEO and Chief Financial Officer 200,000
      options to purchase common stock at $0.03 per share in accordance with an
      employment agreement. The Company recognized $6,000 in compensation expense
      as a
      result of the issuance of these options.




11


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


March
      31,
      2006 and December 31, 2005





NOTE
      6   GOING
      CONCERN





The
      Company's unaudited consolidated financial statements are prepared using
      Generally Accepted Accounting Principals applicable to a going concern that
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business. However, the Company does not have significant cash
      or other material assets, nor does it have an established source of revenues
      sufficient to cover its operating costs. Additionally, the Company has
      accumulated significant losses, has negative working capital, and a deficit
      in
      stockholders' equity. All of these items raise substantial doubt about its
      ability to continue as a going concern.





Management's
      plans with respect to alleviating the adverse financial conditions that caused
      shareholders to express substantial doubt about the Company's ability to
      continue as a going concern are as follows:





Management
      believes that, based upon the current operating plan of divesting itself of
      discontinued operations of YSDO and pursuing the acquisition of another business
      entity with substantial assets, which produces cash flows from operations,
      should help alleviate the adverse financial condition of the Company. Investors
      should be aware the Company's existing working capital will not be sufficient
      to
      fund its ongoing expenses of a reporting company through December 31, 2006
      If
      the Company is not successful in identifying and acquiring another business
      entity with substantial assets which produce positive cash flows from
      operations, the Company may be forced to raise additional equity or debt
      financing to fund its ongoing obligations, seek protection under existing
      bankruptcy laws or cease doing business. If additional funds are raised through
      the issuance of equity securities, the percentage ownership of the Company's
      then-current stockholders would be diluted.





If
      additional funds are raised through the issuance of debt securities, the Company
      will incur interest charges until the related debt is paid off.





There
      can
      be no assurance that the Company will be able to identify and acquire another
      business entity with substantial assets which produce positive cash flows from
      operations or raise any required capital necessary to achieve its current
      operating plan.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plan described in the preceding paragraph
      and eventually attain profitable operations.





The
      accompanying unaudited consolidated financial statements do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.





NOTE
      7 SUBSEQUENT
      EVENTS





On
      April
      1, 2006, the Company granted its CEO and Chief Financial Officer 200,000 options
      to purchase common stock at $0.01 per share in accordance with an employment
      agreement. The Company recognized $2,000 in compensation expense as a result
      of
      the issuance of these options.





On
      April
      19, 2006, the Company borrowed $40,000 from an individual. The note payable
      is
      due in six months, carries interest at 2% per month and is payable after three
      months without penalty. As inducement to issue the note, the Company issued
      800,000 shares of common stock.





On
      May
      11, 2006, the Company entered into a note payable for past due legal fees and
      accrued interest totaling $72,031. The note is secured by a second general
      security interest in the Company’s assets and must be paid at the time of sale
      of the Company or a change in control.





During
      May 2006, the Company formed a wholly-owned subsidiary, Sovereign Research,
      LLC.
      Sovereign Research, LLC has had no operations to-date.





12


**TOTAL
      IDENTITY CORPORATION AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


March
      31,
      2006 and December 31, 2005





NOTE
      7 SUBSEQUENT
      EVENTS (CONTINUED)





On
      June
      23, 2006, $30,000 of related party accounts payable was converted into 3,000,000
      shares of common stock at a market price of $0.01 per share.





On
      June
      28, 2006, the Company borrowed $25,000 from an individual. The note payable
      is
      due July 31, 2006 and carries interest at 12% per annum. As inducement to issue
      the note, the Company issued 100,000 shares of common stock valued at a market
      price of $0.01 per share, or $1,000.





During
      June 2006 the Company received a letter from an attorney representing a Dr.
      Martin Peskin, a former Officer and Director of the Company, disputing the
      amount of money owed to Dr. Peskin. No lawsuit has been filed or threatened
      at
      this time and the Company stands by the amount it claims it owes Dr. Peskin
      based on past filings made when Dr. Peskin was a Director of the Company.



























13


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





**Overview**





The
      following analysis of our results of operations and financial condition should
      be read in conjunction with the accompanying consolidated financial statements
      for the three months ended March 31, 2006 and notes thereto appearing elsewhere
      in this quarterly report.





In
      January 2005, we commenced operations of our Yard Sale Drop Off, Inc. (“YSDO”)
      subsidiary. YSDO was a trading assistant and “power seller” that assisted others
      to list and sell items through on-line auctions on the eBay website. During
      March 2006, the Company entered into an agreement to sell all of the assets
      of
      its wholly-owned subsidiary YSDO to an individual for $8,000 in cash and
      discontinue its operations. Payment was received in four installments of $2,000
      a piece, the last payment being in May 2006, when the Company released all
      assets to the purchaser. All
      operating results of YSDO are included in discontinued operations as of March
      31, 2006.





We
      do not
      presently have any business or operations. We intend to seek to acquire assets
      or shares of an entity actively engaged in business which generates revenues,
      in
      exchange for our securities. Our ability to continue as a going concern is
      dependent on our ability to identify and close a business combination with
      an
      operating entity. We have not yet identified any such opportunities, and we
      cannot assure you that we will be able to identify any appropriate business
      opportunities, or, if identified, that we will be able to close a transaction
      which is inevitably beneficial to our shareholders. In addition, as it is likely
      that if we enter into a business combination the structure of the transaction
      will be such that the approval of our shareholders is not necessary before
      the
      transaction is closed. As such, our shareholders are relying entirely upon
      the
      judgment of our management in structuring a transaction which provides some
      benefit to our shareholders.



















14


***Results
      of Operations***





***Three
      months ended March 31, 2006 as compared to the three months ended March 31,
      2005***





Increase/
            
            Increase/Three
                Months Ended
            
            (Decrease)
            
            (Decrease)3/31/2006
            
            3/31/2005
            
            $2006
                vs 2005
            
            %
                2006 vs 2005Revenue
            
            
            -
            
            
            -
            
            
            -
            
            
            -Cost
                of sales
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gross
                margin
            
            
            -
            
            
            -
            
            
            -
            
            
            -ExpensesSalaries
                and wages
            
            
            51,000
            
            
            57,000
            
            
            (6,000
            )
            
            -11
            %Selling,
                general and administrative
            
            
            8,758
            
            
            36,770
            
            
            (28,012
            )
            
            -76
            %Total
                expenses
            
            $
            59,758
            
            $
            93,770
            
            
            (34,012
            )
            
            -36
            %Loss
                from operations
            
            
            (59,758
            )
            
            (93,770
            )
            
            (34,012
            )
            
            -36
            %Other
                income (expense)Interest
                expense
            
            
            (18,375
            )
            
            (3,375
            )
            
            15,000
            
            
            NMOther income
            
            
            28
            
            
            1
            
            
            27
            
            
            NMTotal
                other income (expense)
            
            
            (18,347
            )
            
            (3,374
            )
            
            14,973
            
            
            NMLoss
                before discontinued operations
            
            
            (78,105
            )
            
            (97,144
            )
            
            (19,039
            )
            
            -20
            %Discontinued
                operations
            
            
            (11,379
            )
            
            (119,863
            )
            
            (108,484
            )
            
            -91
            %Net
                loss
            
            $
            (89,484
            )
            $
            (217,007
            )
            
            (127,523
            )
            
            -59
            %





NM
      =  not
      meaningful





**Total
      expenses**





Our
      total
      expenses for the three months ended March 31, 2006 were $59,758, a decline
      of
      $34,012, or approximately 36%, from our total expenses of $93,770 for the three
      months ended March 31, 2005. Included in this decrease were the
      following:





▪  Salaries
      and wages decreased $6,000, or 11%, to $51,000 for the three months ended March
      31, 2006 from $57,000 for the three months ended March 31, 2005. This decrease
      is primarily attributable to the difference in the value of stock options issues
      related to the employment agreement for our CEO as a result of a decline in
      the
      trading price of our common stock, and





▪  Selling,
      general and administrative expense decreased $28,012, or approximately 76%,
      to
      $8,758 for the three months ended March 31, 2006 from $36,770 for the three
      months ended March 31, 2005 which reflects our reduced operations during the
      2006 period.


15


**Total
      other income (expense)**





Overall,
      total other expense increased $14,973 for the three months ended March 31,
      2006
      from the three months ended March 31, 2005 which is primarily attributable
      to an
      increase in interest expense of $15,000 for the three months ended March 31,
      2006 from the three months ended March 31, 2005 which reflects the the issuance
      of common stock in lieu of payment of debt interest and penalties.





**Discontinued
      operations**





As
      described earlier in this section, we discontinued the operations of YSDO in
      fiscal 2006. We reported discontinued operations for the three months ended
      March 31, 2006 of a loss of $11,379 related to the operations of YSDO as
      compared to $119,863 for the three months ended March 31, 2005, an approximate
      91% decrease primarily due to the issuances of common stock for services issued
      during the three months ended March 31, 2005 with no common stock issuances
      related to YSDO during the three months ended March 31, 2006.





***Liquidity
      and Capital Resources***





Liquidity
      is the ability of a company to generate funds to support its current and future
      operations, satisfy its obligations and otherwise operate on an ongoing basis.
      At March 31, 2006, we had no cash on hand and a working capital deficit of
      $691,240.





At
      March
      31, 2006 we had total assets of $15,050 which consisted of $646 of prepaid
      expenses and $14,404 of assets from discontinued operations. Our total
      liabilities of $775,470 at March 31, 2006 included a $213 cash overdraft,
      $251,296 of accounts payable and accounts payable - related party, $229,925
      of
      accrued expenses, an aggregate of $210,452 in convertible debentures and notes
      payable, including $60,452 of notes payable - related parties and $83,584 in
      liabilities from discontinued operations. We do not have sufficient working
      capital to satisfy these obligations.





Net
      cash
      provided by operating activities for the three months ended March 31, 2006
      was
      $1,489 as compared to net cash used by operating activities of $24,385 for
      the
      three months ended March 31, 2005. The principal changes in cash provided by
      (used in) operating activities from period to period which are unrelated to
      our
      discontinued operations include:





▪  a
      decrease of $127,523 in our net loss,





▪  the
      expense related to stock, options and warrants issued for services, salary
      and
      interest decreased $86,000 for the three months ended March 31, 2006 as compared
      to the three months ended March 31, 2005,





▪  an
      increase of $3,296 in accounts payable and accounts payable - related party,
      and





▪  an
      increase of $7,312 in accrued expenses.





Net
      cash
      used by investing activities for the three months ended March 31, 2006 was
      $0 as
      compared to $2,568 for the three months ended March 31, 2005. The change is
      related to the operations of our subsidiary YSDO.





Net
      cash
      provided by financing activities for the three months ended March 31, 2006
      was
      $0 as compared to net cash provided by financing activities of $25,000 for
      the
      three months ended March 31, 2005. The change in cash provided by financing
      activities from fiscal the three months ended March 31, 2006 to the three months
      ended March 31, 2005 which are unrelated to our discontinued operations,
      reflects the decrease of $25,000 in proceeds to us from the issuance of stock
      which we received during the 2005 period for which there was no comparable
      transaction during the 2006 period.





At
      March
      31, 2006, we had no cash and an accumulated deficit of $10,851,181. The report
      from our independent registered public accounting firm on our audited financial
      statements at December 31, 2005 contains an explanatory paragraph regarding
      doubt as to our ability to continue as a going concern as a result of our losses
      and working capital deficit. As discussed earlier in this report, we are seeking
      to acquire assets or shares of an entity actively engaged in business which
      generates revenues, in exchange for our securities. We cannot predict when,
      if
      ever, we will be successful in this venture and, accordingly, we may be required
      to cease operations at any time. We do not have sufficient working capital
      to
      pay our operating costs for the next 12 months and we will require


16


additional
      funds to pay our legal, accounting and other fees associated with our company
      and its filing obligations under federal securities laws, as well as to pay
      our
      other accounts payable generated in the ordinary course of our business. We
      have
      no commitments from any party to provide such funds to us. If we are unable
      to
      obtain additional capital as necessary until such time as we are able to
      conclude a business combination, we will be unable to satisfy our obligations
      and otherwise continue to meet our reporting obligations under federal
      securities laws. In that event, our ability to consummate a business combination
      with upon terms and conditions which would be beneficial to our existing
      shareholders would be adversely affected.





***Critical
      Accounting Policies***





Our
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue and expenses. These
      estimates and assumptions are affected by management's applications of
      accounting policies. Critical accounting policies for our company include the
      following:





*Fixed
      assets.* Fixed
      assets are recorded at cost. Major additions and improvements are capitalized.
      Minor replacements, maintenance and repairs that do not increase the useful
      life
      of the assets are expensed as incurred. Depreciation of property and equipment
      is determined on a straight-line basis over the expected useful lives. The
      cost
      and related accumulated depreciation of equipment retired or sold are removed
      from the accounts and any differences between the undepreciated amount and
      the
      proceeds from the sale are recorded as gain or loss on sale of equipment. All
      of
      our fixed assets were repossessed to pay secured debt during November 2004
      (see
      Note 3 of the Notes to Consolidated Financial Statements appearing elsewhere
      in
      this report.)





*Long-Lived
      Assets* We
      adopted Statement of Financial Accounting Standards No. 144 (SFAS 144),
      "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 144
      develops one accounting model (based on the model in SFAS 121) for long-lived
      assets that are to be disposed of by sale and addresses the principal
      implementation issues. SFAS 144 requires that long-lived assets that are to
      be
      disposed of by sale be measured at the lower of book value or fair value less
      cost to sell. This requirement eliminates the previous (APB30) requirement
      that
      discontinued operations be measured at net realizable value or that entities
      include under discontinued operations in the financial statements amounts for
      operating losses that have not yet occurred. Additionally, SFAS 144 expands
      the
      scope of discontinued operations to include all components of an entity with
      operations that (1) can be distinguished from the rest of the entity and (2)
      will be eliminated from the ongoing operations of the entity in a disposal
      transaction.





***New
      Accounting Standards***





On
      December 16, 2004 the Financial Accounting Standards Board (FASB) issued SFAS
      No. 123(R), “Share-Based Payment” (SFAS 123(R)), which is an amendment to SFAS
      No. 123, “Accounting for Stock- Based Compensation”. SFAS 123(R) eliminates the
      ability to account for share-based compensation transactions using Accounting
      Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to
      Employees”, and generally requires such transactions to be accounted for using a
      fair-value based method with the resulting cost recognized in the financial
      statements. SFAS 123(R) is effective for awards that are granted, modified
      or
      settled in cash during the first annual period beginning after June 15, 2005,
      or
      the year ending December 31, 2006 for our company. In addition, this new
      standard will apply to unvested options granted prior to the effective date.
      The
      effect of adoption of SFAS 123(R) is not anticipated to have a material impact
      on our company.





In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs - an amendment of
      ARB No. 43, Chapter 4” (SFAS 151). This Statement amends the guidance in ARB No.
      43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal
      amounts of idle facility expense, freight, handling costs, and wasted material
      (spoilage). This Statement requires that certain items be recognized as
      current-period charges and requires that allocation of fixed production
      overheads to the costs of conversion be based on the normal capacity of the
      production facilities. SFAS 151 is effective for inventory costs incurred during
      fiscal years beginning after June 15, 2005, or the year ending December 31,
      2006
      for our company. The effect of adoption of SFAS 151 is not anticipated to have
      a
      material impact on our company. In December 2004, the FASB issued SFAS No.
      152,
“Accounting for Real Estate Time-sharing Transactions” (SFAS 152), which amends
      FASB statement No. 66, “Accounting for Sales of Real Estate”, to reference the
      financial accounting and reporting guidance for real estate time-sharing
      transactions that is provided in AICPA Statement of Position 04-2, “Accounting
      for Real Estate Time-Sharing Transactions” (SOP 04-2). SFAS 152 also amends FASB
      Statement No. 67, “Accounting for Costs and Initial Rental Operations of Real
      Estate Projects”, to state that the guidance for (a) incidental operations and
      (b)


17


costs
      incurred to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. SFAS 152 is effective for financial statements for fiscal
      years beginning after June 15, 2005, or the year ending December 31, 2006 for
      our company. The effect of adoption of SFAS 152 is not anticipated to have
      a
      material impact on our company.





In
      December 2004, the FASB issued SFAS No.153, “Exchange of Nonmonetary Assets”
(SFAS 153). This Statement addresses the measurement of exchanges of nonmonetary
      assets. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary
      Transactions” (APB 29), is based on the principle that exchanges of nonmonetary
      assets should be measured based on the fair value of the assets exchanged.
      The
      guidance in APB 29 included certain exceptions to that principle and SFAS 153
      amends APB 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. SFAS 153 is effective for
      financial statements for fiscal years beginning after June 15, 2005, or the
      year
      ending December 31, 2006 for our company. The effect of adoption of SFAS 151
      is
      not anticipated to have a material impact on our company.





In
      March
      2005, the Securities and Exchange Commission (SEC) released Staff Accounting
      Bulletin No. 107, "Share-Based Payment" (SAB 107), which provides interpretive
      guidance related to the interaction between SFAS 123(R) and certain SEC rules
      and regulations. It also provides the SEC staff's views regarding valuation
      of
      share-based payment arrangements. In April 2005, the SEC amended the compliance
      dates for SFAS 123(R), to allow companies to implement the standard at the
      beginning of their next fiscal year, instead of the next reporting period
      beginning after June 15, 2005. The effect of adoption of SAB 107 had no material
      effect based upon period contained in the particular Q.




In
      March
      2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional
      Asset Retirement Obligations" (FIN 47). FIN 47 provides guidance relating to
      the
      identification of and financial reporting for legal obligations to perform
      an
      asset retirement activity. The Interpretation requires recognition of a
      liability for the fair value of a conditional asset retirement obligation when
      incurred if the liability's fair value can be reasonably estimated. FIN 47
      also
      defines when an entity would have sufficient information to reasonably estimate
      the fair value of an asset retirement obligation. FIN 47 is effective no later
      than the end of fiscal years ending after December 15, 2005. Our adoption of
      FIN
      47 had no impact on our company.





In
      May
      2005, the FASB issued FASB Statement No. 154, "Accounting Changes and Error
      Corrections” (SFAS 154). SFAS 154 replaces APB Opinion No. 20, "Accounting
      Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim
      Financial Statements" and represents another step in the FASB's goal to converge
      its standards with those issued by the IASB. Among other changes, SFAS 154
      requires that a voluntary change in accounting principle be applied
      retrospectively with all prior period financial statements presented on the
      new
      accounting principle, unless it is impracticable to do so. SFAS 154 also
      provides that (1) a change in method of depreciating or amortizing a long-lived
      non- financial asset be accounted for as a change in estimate (prospectively)
      that was effected by a change in accounting principle, and (2) correction of
      errors in previously issued financial statements should be termed a
      "restatement." The new standard is effective for accounting changes and
      correction of errors made in fiscal years beginning after December 15, 2005.
      The
      effect of adoption of SFAS 154 is not anticipated to have a material impact
      on
      our company.





In
      February of 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments" (SFAS 155), which is intended to simplify the accounting
      and improve the financial reporting of certain hybrid financial instruments
      (i.e., derivatives embedded in other financial instruments). The statement
      amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
      Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities a replacement of FASB
      Statement No. 125." SFAS 155 is effective for all financial instruments issued
      or acquired after the beginning of an entity's first fiscal year that begins
      after September 15, 2006. The effect of adoption of SFAS 155 is not anticipated
      to have a material impact on our company. In March of 2006, the FASB issued
      SFAS
      No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB
      Statement No. 140” (SFAS 156). SFAS 156 amends SFAS 140, "Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
      a
      replacement of FASB Statement No. 125," with respect to the accounting for
      separately recognized servicing assets and servicing liabilities. SFAS 156
      requires an entity to recognize a servicing asset or servicing liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract in any of the following situations: (a) a transfer of the
      servicer’s financial assets that meets the requirements for sale accounting, (b)
      a transfer of the servicer’s financial assets to a qualifying special-purpose
      entity in a guaranteed mortgage securitization in which the transferor retains
      all of the resulting securities and classifies them as either
      available-for-


18


sale securities
      or trading securities, and (c) an acquisition or assumption of an obligation
      to
      service a financial asset that does not relate to financial assets of the
      servicer or its consolidated affiliates. SFAS 156 is effective for all servicing
      assets and liabilities as of the beginning of an entity's first fiscal year
      that
      begins after September 15, 2006. The effect of adoption of SFAS 156 is not
      anticipated to have a material impact on our company.





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes (FIN 48) - an interpretation of FASB Statement No. 109, Accounting
      for Income Taxes (SFAS No. 109)” (FIN 48) *.* FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in
      accordance with SFAS No. 109 and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a return. Guidance is also
      provided on de-recognition, classification, interest and penalties, accounting
      in interim periods, disclosure and transition. FIN 48 is effective for fiscal
      years beginning after December 15, 2006. The effect of adoption of FIN 48 is
      not
      anticipated to have a material impact on our company.





**ITEM
      3.** **CONTROLS
      AND PROCEDURES**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934, as of March
      31, 2006, the end of the period covered by this quarterly report, our management
      concluded its evaluation of the effectiveness of the design and operation of
      our
      disclosure controls and procedures. Disclosure controls and procedures are
      controls and procedures designed to reasonably assure that information required
      to be disclosed in our reports filed under the Securities Exchange Act of 1934,
      such as this quarterly report, is recorded, processed, summarized and reported
      within the time periods prescribed by SEC rules and regulations, and to
      reasonably assure that such information is accumulated and communicated to
      our
      management, including our President, to allow timely decisions regarding
      required disclosure.





As
      of the
      evaluation date, our CEO who is our sole management and sole employee, concluded
      that we maintain disclosure controls and procedures that are effective in
      providing reasonable assurance that information required to be disclosed in
      our
      reports under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods prescribed by SEC rules and
      regulations, and that such information is accumulated and communicated to our
      management to allow timely decisions regarding required disclosure.





There
      have been no changes in our internal control over financial reporting 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**








On
      January 16, 2004 we borrowed $50,000 from Mrs. Cindy Dolgin, the wife of Mr.
      Neil Dolgin who was then an officer and director of our company. The funds
      were
      used by us for working capital. As an inducement to loan us the money we issued
      Mrs. Dolgin 250,000 shares of our common stock valued at $45,000. The note
      carried a 45 day term with interest at 8% per annum and contained a penalty
      cause requiring us to issue 5,000 shares of our common stock per day from the
      due date of February 28, 2004 of the note until such time as the note is paid
      in
      full. In addition, the note provided that should Mrs. Dolgin elect to convert
      the note into equity and invest an additional $200,000 into our company prior
      to
      the due date of the note, the note would be convertible at $0.25 per share.
      No
      such election was ever made. On October 26, 2004 we made a $10,000 payment
      to
      Mrs. Dolgin. **** At
      December 31, 2005 we owed Mrs. Cindy Dolgin, presently a principal shareholder
      of our company, $40,000 under the note. In March 2006 the note was converted
      into 4,000,000 shares of our common stock at a conversion rate of $0.01 per
      share. We issued Mrs. Dolgin an additional 1,500,000 shares of our common stock
      valued at $15,000 as a penalty for failure to pay the note when
      due.





**Item
      3.**   **Defaults
      Upon Senior Securities**





None


19


**Item
      4.**   **Submissions
      of Matters to a Vote of Security Holders**





None





**Item
      5.**   **Other
      Information**





None.





**Item
      6.**   **Exhibits**





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


31.2
            Certification
                of the principal financial and accounting officer pursuant to Section
                302
                of the Sarbanes-Oxley Act of 2002


32.1
            Certification
                of Chief Executive Officer and principal financial and accounting
                officer
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






















20


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned thereunto duly
      authorized.





Total
                Identity Corp.September
                21, 2006
            
            
            By:
                /s/ Matthew P. DwyerMatthew
                P. Dwyer, CEO, CFO and President, principal executive officer and
                principal financial and accounting
                officer

























21