UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) December 28, 2004

                                  TECHALT, INC.

             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                    000-27867
                            (Commission File Number)

                                   87-0533626
                        (IRS Employer Identification No.)

                         3311 N. Kennicott Ave., Suite A
                           Arlington Heights, IL 60004
               (Address of principal executive offices)(Zip Code)

                                 (847) 870-2601
                 Company's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Section 3 - Securities and Trading Markets

Item 3.03 Material Modification to Rights of Security Holders

On December 28, 2004, TechAlt, Inc., a Nevada corporation ("TechAlt" or the
"Company"), amended the Certificate of Designation for its shares of Series A
Convertible Preferred Stock ("Series A Preferred") by a resolution of the Board
of Directors of the Company and all the shareholders of the Series A Preferred
to increase the amount of Series A Preferred the Company is authorized to issue
from 4,000,000 to 4,820,000 shares.

                                   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 hereunto duly authorized.

                                               TECHALT, INC.
                                               (Company)


                                               /s/ David M. Otto
                                               ---------------------------------
                                               By:  David M. Otto
                                               Its: Secretary

                                               Date: December 28, 2004


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