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

Form 10-QSB

(check one)

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

For the Six Months Ended January 31, 2006

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

BSD SOFTWARE, INC.
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(Exact name of small business issuer as specified in its charter)

FLORIDA
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(State or other jurisdiction of incorporation or organization)

0-27075
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(Commission File No.)

1-1586472
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(IRS Employer Identification No.)

SUITE 300
5824 2ND STREET S.W.
CALGARY, ALBERTA
CANADA T2H 0H2
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(Address of principal executive offices)

(403) 257-7090
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(Registrant's telephone number)

As of February 22, 2006, there were
32,560,897 shares of the registrant's
common stock issued and outstanding

Transitional Small Business Disclosure Format (check one):
YES |_| NO |X|

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION PAGE

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11

ITEM 3. CONTROLS AND PROCEDURES 16

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 17

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS 17

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 17

ITEM 5. OTHER INFORMATION 17

ITEM 6. EXHIBITS 18

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BSD SOFTWARE, INC.
Interim Consolidated Balance Sheet (Unaudited)
January 31, 2006
- -------------------------------------------------------------------------------
(U.S. dollars)
- -------------------------------------------------------------------------------
Assets

Current assets:

Cash and cash equivalents $ 52,264
Accounts receivable 1,566,393
Prepaid expenses 13,383
- -------------------------------------------------------------------------------
1,632,040

Property and equipment, net 69,747
- -------------------------------------------------------------------------------
$ 1,701,787
- -------------------------------------------------------------------------------
Liabilities and Stockholders' Deficiency

Current liabilities:
Accounts payable and accrued liabilities $ 3,328,715
Shareholder loans 207,705
Due to Officer 518,050
Due to Wayside Solutions Inc. 920,678
Notes payable 68,621
- -------------------------------------------------------------------------------
5,043,769
Commitments and contingencies

Stockholders' deficiency:
Share capital:
Authorized:
Preferred stock 5,000,000 shares at $.001 par value
Common stock 50,000,000 shares at $.001 par value
Issued and outstanding:
32,560,897 common shares 32,561
Additional paid-in capital 3,193,697
Accumulated deficit (5,694,867)
Accumulated other comprehensive loss (873,373)
- -------------------------------------------------------------------------------
(3,341,982)
- -------------------------------------------------------------------------------
$ 1,701,787
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The accompanying notes are an integral part of these consolidated financial
statements.

BSD SOFTWARE, INC.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three Months Ended Six Months Ended
January 31 January 31
- ---------------------------------------------------------------------------------------------------------
(U.S. dollars) 2006 2005 2006 2005
- ---------------------------------------------------------------------------------------------------------

Revenue $ 2,049,676 $ 1,679,171 $ 4,344,686 $ 3,257,503

Cost of revenue (exclusive of depreciation
shown separately below) 1,665,359 1,379,583 3,671,838 2,555,498
- ---------------------------------------------------------------------------------------------------------
384,317 299,588 672,848 702,005
Operating expenses:
Administration 45,900 34,633 82,604 69,897
Professional fees 88,926 18,340 132,336 98,215
Rent 16,395 15,953 33,487 31,042
Payroll 189,587 122,621 329,207 245,019
Depreciation and amortization 12,649 19,094 28,425 38,623
- ---------------------------------------------------------------------------------------------------------
353,457 210,641 606,059 482,796
- ---------------------------------------------------------------------------------------------------------

Income from operations 30,860 88,947 66,789 219,209

Other expenses
Interest expense (28,478) (30,317) (57,114) (61,178)
Loss on sale of assets -- (9,167) -- (9,167)
- ---------------------------------------------------------------------------------------------------------
Total other expenses (28,478) (39,484) (57,114) (70,345)

Net income before provision for taxes 2,382 49,463 9,675 148,864
Income taxes -- -- -- --
- ---------------------------------------------------------------------------------------------------------
Net income 2,382 49,463 9,675 148,864

Other comprehensive income (loss):
Foreign currency translation adjustment (120,046) 63,573 (233,833) (222,600)
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Comprehensive income (loss) (117,664) 113,036 (224,158) (73,736)
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Basic income per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
Diluted income per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
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Weighted average common shares and common
share equivalents:
Basic 32,560,897 31,684,597 32,560,897 31,734,705
Diluted 32,560,897 32,684,597 32,560,897 32,734,705
- ---------------------------------------------------------------------------------------------------------

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

BSD SOFTWARE, INC.
Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended
January 31
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(U.S. dollars) 2006 2005
- ----------------------------------------------------------------------------------------------------

Cash flows from (used in):
Operations:
Net income $ 9,675 $ 148,864
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Loss on sale of assets -- 9,167
Depreciation and amortization 28,425 38,623
Change in operating working capital:
Decrease (Increase) in accounts receivable 130,463 (147,700)
Decrease in prepaid expenses -- 10,654
Increase (Decrease) in accounts payable and accrued liabilities (324,258) 21,480
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(155,695) 81,088
Investing:
Proceeds on sale of property and equipment -- 16,677
Purchase of property and equipment (4,989) --
- ----------------------------------------------------------------------------------------------------
(4,989) 16,677
Financing:
Repayment of shareholder loans (51,207) (23,106)
Repayment of notes payable (34,250) (8,752)
Repayment of due to Wayside Solutions Inc. -- (68,117)
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(85,457) (99,975)
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Effect of exchange rate changes on cash and cash equivalents 275,221 (81,993)
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Net increase (decrease) in cash and cash equivalents 29,080 (84,203)

Cash and cash equivalents, beginning of period 23,184 128,945
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Cash and cash equivalents, end of period $ 52,264 $ 44,742
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Supplemental cash flow information:
Interest paid $ 3,574 $ 6,402
Income taxes paid $ -- $ --

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

BSD SOFTWARE, INC.
Notes to Consolidated Interim Financial Statements
(U.S. Dollars)
Six month period ended January 31, 2006
(Unaudited)

1. Nature of business:

BSD Software, Inc. (the "Company") operates as a holding company for the
purposes of investing in Triton Global Communications Inc. ("TGCI"), which
is a provider of billings, clearing house and information management
services to the tele-communications industry.

The accompanying unaudited consolidated interim financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with
the instructions to Form 10-QSB and Regulation S-B of the Securities and
Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements
and should be read in conjunction with Notes to Financial Statements
contained in the Company's audited consolidated financial statements on
Amendment No. 1 of Form 10-KSB for the period ended July 31, 2005. In the
opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included in the consolidated financial position of the Company as of
January 31, 2006 and the operating results for the three and six month
periods ended January 31, 2006 and 2005 and cash flows for the six month
period ended January 31, 2006 and 2005 are not necessarily indicative of
the results that may be expected for the year ended July 31, 2006.

These financial statements have been prepared on a going concern basis in
accordance with United States generally accepted accounting principles.
The going concern basis of presentation assumes that the Company will
continue in operation for the foreseeable future and be able to realize
its assets and discharge its liabilities and commitments in the normal
course of business. The Company has reported net income of $271,350 and
$44,549 for the years ended July 31, 2005 and 2004 respectively and has an
accumulated deficit of $5,704,542 as of July 31, 2005. As of July 31, 2005
the Company had a working capital deficit of $3,205,216. For the six
months ended January 31, 2006 and 2005 the Company has reported net income
of $9,675 and $148,864 respectively and has an accumulated deficit of
$5,694,867 as of January 31, 2006. As of January 31, 2006 the Company had
a working capital deficit of $3,411,729. These factors, amongst others,
raise substantial doubt about the Company's ability to continue as a going
concern.

The Company's ability to continue as a going concern is dependent upon
management's ability to raise additional financing and continue profitable
operations. During the period ended January 31, 2006, management continued
to take actions to reduce operating losses.

The ability of the Company to continue as a going concern and to realize
the carrying value of its assets and discharge its liabilities when due is
dependent on the successful completion of the actions taken or planned,
some of which are described above, which management believes will mitigate
the adverse conditions and events which raise substantial doubt about the
validity of the "going concern" assumption used in preparing these
financial statements. There is no certainty that these and other
strategies will be sufficient to permit the Company to continue to meet
its obligations in the normal course of business.

The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. If the going concern
basis was not appropriate for these financial statements, adjustments
would be necessary to the carrying value of assets and liabilities, the
reported revenues and expenses, and the balance sheet classifications
used.

BSD SOFTWARE, INC.
Notes to Consolidated Interim Financial Statements
(U.S. Dollars)
Six month period ended January 31, 2006
(Unaudited)

1. Nature of business (continued):

The preparation of financial statements in accordance with United States
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from those estimates.

On December 21, 2004, NeoMedia Technologies, Inc. (NeoMedia) and the
Company signed a definitive Agreement and Plan of Merger. Upon the closing
of the merger transaction discussed therein, the Company's shareholders
will receive, for each share of the Company's stock owned, NeoMedia common
stock equivalent to $0.07 divided by the volume-weighted average price of
NeoMedia common stock for the five trading days immediately prior to the
effective time of the merger. The agreement has been approved by holders
of approximately 63% of the Company's outstanding shares and its Board.
Closing is subject to the terms and conditions outlined in the merger
agreement, as well as regulatory approval of the merger and
registration/information statement by the United States Securities and
Exchange Commission. Prior to closing, the merger can be terminated by the
Company if more than 5% of the Company's outstanding shares dissent to the
merger. The merger can be terminated prior to closing by NeoMedia if, at
the time of closing, the Company has: (i) less than $850,000 in assets,
(ii) more than $5,000,000 in liabilities, or (iii) more than 38,000,000
shares of common stock outstanding. Either party can terminate the merger
if the merger has not closed by December 31, 2005, which date may be
extended by mutual consent of NeoMedia and the Company. On February 17,
2006, the Company mailed an information statement to its shareholders
providing details of the merger agreement and is waiting the allotted time
for shareholders to assert their dissenters rights as required under the
Florida Business Corporations Act before proceeding. There is no assurance
that the merger will be completed.

2. Significant accounting policies:

(a) Principles of consolidation:

The unaudited condensed consolidated interim financial statements
include the accounts of Triton Global Communications Inc. ("TGCI")
and Triton Global Business Services Inc. ("TGBSI"). All significant
inter-company balances and transactions have been eliminated upon
consolidation.

(b) Translation of foreign currency:

The functional currency of the operations is the Canadian dollar.
The financial statements are reported in United States dollars and
are translated to United States dollars at the exchange rates in
effect at the balance sheet date for assets and liabilities and at
average rates for the period for revenues and expenses. Resulting
exchange differences are accumulated as a component of accumulated
other comprehensive loss.

Revenue and expense transactions originating in U.S. dollars are
translated to Canadian dollars at rates in effect at the time of the
transaction. Foreign exchange losses of $23,751 for the six month
period ending January 31, 2006 and foreign exchange gains of $61,578
for the six month period ending January 31, 2005 are included in
income.

Certain reclassifications have been made to the prior year unaudited
consolidated interim financial statements to conform to the current
year presentation.

BSD SOFTWARE, INC.
Notes to Consolidated Interim Financial Statements
(U.S. Dollars)
Six month period ended January 31, 2006
(Unaudited)

2. Significant accounting policies (continued):

(d) Revenue recognition:

We record revenue in accordance with SEC SAB No. 104 "Revenue
Recognition in Financial Statements." SAB No. 104 requires that
service sales be recognized when there is persuasive evidence of an
arrangement which states a fixed and determinable price and terms,
delivery of the product has occurred in accordance with the terms of
the sale without any further material performance obligation, and
collectibility of the sale is reasonably assured. Revenue is
recognized at the time that calls are accepted by the clearing house
for billing to customers.

(e) Stock-based compensation:

Under the fair value based method, stock-based payments to
non-employees are measured at the fair value of the consideration
received, or the fair value of the equity instruments issued, or
liabilities incurred, whichever is more reliably measurable. The
fair value of stock-based payments to non-employees is periodically
re-measured until counterparty performance is complete, and any
change therein is recognized over the period and in the same manner
as if the Company had paid cash instead of paying with or using
equity instruments. The cost of stock-based payments to
non-employees that are fully vested and non-forfeitable at the grant
date is measured and recognized at that date. Pro forma income is
the same as net income as no options were granted or vested during
the periods.

(f) Income per common share:

Basic net income per common share is calculated by dividing the net
income (loss) by the weighted average number of common shares
outstanding during the period. Diluted income (loss) per common
share is calculated by dividing the applicable net income (loss) by
the sum of the weighted average number of common shares outstanding
and all additional common shares that would have been outstanding if
potentially dilutive common shares had been issued during the
period.

(g) Deferred Income Taxes

The company uses the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the date of enactment.

To the extent that realization of deferred tax assets is not
considered to be "more likely than not", a valuation allowance is
provided.

(h) Minority Interest

Although the Company currently owns only 90% of TGBSI, operations
have resulted in cumulative losses to January 31, 2006 and as a
result, the entire amount of these losses have been reflected in
these financial statements and no minority interest allocation has
been calculated. Until such time as operations recover the
deficiency in minority interest of $ 98,591, the full 100% of the
operating results of Triton Global Business Services Inc. will be
reported in these consolidated financial statements with no
allocation to minority interest.

BSD SOFTWARE, INC.
Notes to Consolidated Interim Financial Statements
(U.S. Dollars)
Six month period ended January 31, 2006
(Unaudited)

2. Significant accounting policies (continued):

(i) New Accounting Pronouncements

In December 2004, the FASB issued SFAS No.123 (revised 2004),
"Share-Based Payment". Statement 123(R) will provide investors and
other users of financial statements with more complete and neutral
financial information by requiring that the compensation cost
relating to share-based payment transactions be recognized in
financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Statement
123(R) covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase
plans. Statement 123(R) replaces FASB Statement No. 123, Accounting
for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123, as
originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment
transactions with employees. However, that Statement permitted
entities the option of continuing to apply the guidance in Opinion
25, as long as the footnotes to financial statements disclosed what
net income would have been had the preferable fair-value-based
method been used. Public entities (other than those filing as small
business issuers) will be required to apply Statement 123(R) as of
the first interim or annual reporting period that begins after
December 15, 2005. Management is currently evaluating the impact
SFAS 123(R), will have on our consolidated financial statements.

In March 2005, the 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. Management is currently evaluating the impact SAB 107
will have on our consolidated financial statements.

3. Commitments and contingencies:

The Company leases its business premises and certain office equipment
under operating leases. Total lease payments during the current six month
period totaled $33,386 (2005- $31,922), net of sublease revenue of $80,511
(2005 -$75,434). Future lease payments will aggregate $209,210 as follows:

2007 $ 67,138
2008 64,602
2009 64,029
2010 13,441
---------------
$ 209,210
===============

Included in the above, the Company leases premises with future lease
payments of approximately: 2007 - $156,216; 2008 - $155,044; 2009 -
$59,549; 2010 - $0.00 which are subleased for corresponding amounts over
corresponding lease terms.

BSD SOFTWARE, INC.
Notes to Consolidated Interim Financial Statements
(U.S. Dollars)
Six month period ended January 31, 2006
(Unaudited)

3. Commitments and contingencies: (continued)

In the normal course of operations the Company is subject to claims and
lawsuits, which they are defending. As of March 7, 2006 the Company is
aware of the following legal proceedings:

In December 2002, TGCI sued CanTalk for breach of contract. The action was
brought before the Court of Queen's Bench, Winnipeg, Canada. The case is
styled "Triton Global Communications v. CanTalk." The action alleges that
CanTalk failed to perform under an outsource agreement pursuant to which
CanTalk was to provide support for Triton's entry into the international
operator service market. In response to the suit, CanTalk filed a
counterclaim against TGCI for $10,000 alleging breach of contract. TGCI
believes that CanTalk's counterclaim is without merit and it intends to
defend the counterclaim. The case is still pending.

On May 2, 2005, four shareholders of BSD Software, Inc. filed a complaint
against BSD and NeoMedia, claiming that the purchase price as outlined in
the purchase agreement between NeoMedia and BSD is too low. The plaintiffs
are seeking unspecified damages and injunctive relief against the merger.
BSD has moved to have the action dismissed and believes the claim is
without merit and intends to defend the claim. The case is still pending.

In July of 2005 Broad Reach Network Inc. (BRN) filed a Statement of Claim
against Triton Global Business Services Inc. (TGBSI). The action was
brought before the court of Queen's Bench, Calgary, Alberta. BRN is suing
for damages and judgment in the amount of CDN $81,000. TGBSI has filed a
statement of defense denying the amount of the indebtedness to BRN and
filed a countersuit in the amount of CDN $50,000 for breach of contract.
The Company has accrued an amount in its liabilities to cover this
contingency.

4. Related party transactions:

Wayside Solutions, Inc., a Corporation affiliated with the Company,
provided financing services to the Company. Amounts due to Wayside
Solutions Inc., bear interest at 10% per annum and are due on demand. A
general security agreement against all current and future assets of the
Company has been provided by TGBSI to Wayside Solutions Inc. as
collateral. Accrued interest relating to these services is included in
interest and finance charges, aggregating $30,836 in the current period
(2005 - $32,572).

Amounts due to Guy Fietz, CEO, President and a shareholder of the Company,
bear interest at 10% per annum, are unsecured and due on demand. Included
in interest and finance charges is accrued interest of $18,797 (2005 -
$17,721).

Amounts due to shareholders bear interest at rates varying from 0%-10% per
annum, are unsecured and due on demand. Payments in the current six month
period totaled $54,781, including interest of $3,574 (2005 - $52,280,
including interest of $6,402).

A bonus of $42,500 was paid in the current period to Guy Fietz, CEO,
President and a shareholder of the Company.

These transactions are in the normal course of operations and are measured
at the exchange amount of consideration established and agreed to by the
related parties.

5. Concentration of Risk:

Accounts receivable with three customers represent approximately 81% (2005
- two customers accounted for 75%) of the balance of accounts receivable
as at January 31, 2006. While management recognizes the concentration
risks, it is the opinion of management that these accounts do not
represent a significant credit risk as all of the customers are large
corporations that have been in business for several years and never
defaulted on any payments to the company. Management carefully and
regularly reviews billings and collections from these companies as well as
continues to monitor and assess credit risk by looking at the publicly
available financial information of these customers.

A majority of the Company's purchases are from four (2005 - four) specific
vendors. The Company has significant sales and purchases denominated in
U.S. currency, and is therefore exposed to financial risk resulting from
fluctuations in exchange rates and the degree of volatility of these
rates.

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

Overview

BSD Software, Inc. (the "Company") entered into a Share Exchange Agreement (the
"Agreement") dated October 23, 2002 with Triton Global Business Services, Inc.
("TGBSI") and four stockholders of TGBSI, who owned approximately 90% of the
issued and outstanding shares (the "TGBSI Shareholders"). TGBSI is the sole
shareholder of Triton Global Communications Inc. ("Triton"), which is a provider
of billings, clearing house and information management services to the
telecommunications industry. Pursuant to the Agreement, on November 4, 2002, the
TGBSI Shareholders exchanged their shares for an aggregate of 26,613,891 common
shares of the Company at a par value $0.001 per share. In addition, an aggregate
of 1,615,760 common shares were issued for nominal consideration to certain
persons, principally shareholders of the Company, who owned shares of the
Company prior to the share exchange.

As a result of these transactions, TGBSI became a majority-owned subsidiary of
the Company and the TGBSI Shareholders became the holders of 88.3% of the
30,123,251 common shares of the Company issued and outstanding immediately
subsequent to the Share Exchange transaction. Accordingly, financial information
included herein for prior years is that of TGBSI, consolidated with the Company
from November 4, 2002, the date of completion of the arrangement.

In connection with the share exchange, Jeffrey Spanier, the President and sole
employee and director of the Company, surrendered 4,000,000 shares of common
stock, constituting 67.9% of the common stock which was issued and outstanding
prior to the share exchange.

The Company agreed to seek to acquire the remaining TGBSI common shares as soon
as is practical. After such additional exchange a total of 34,154,946 common
shares would be issued and outstanding, of which 29,084,240 shares would have
been issued to the former shareholders of TGBSI and the former shareholders of
TGBSI would own 85.15% of the issued and outstanding common shares. In
connection with the contemplated additional exchange of shares, the four
majority shareholders of TGBSI have agreed to return to the Company for
cancellation, on a pro rata basis, that number of common shares as may be
necessary such that when all shares of TGBSI are exchanged, the total number of
common shares outstanding shall equal 32,593,600 shares plus any issuances of
common shares after November 4, 2002. As the TGBSI shareholders ultimately
control the Company, TGBSI has been designated as the acquirer in the
transaction.

Although the Company currently owns 90% of TGBSI, operations have resulted in
cumulative losses to January 31, 2006 and as a result, the entire amount of
these losses have been reflected in these financial statements and no minority
interest allocation has been calculated. Until such time as operations recover
the deficiency in minority interest of $99,000 the full 100% of the operating
results of Triton Global Business Services Inc. will be reported in these
consolidated financial statements with no allocation to minority interest.

Background Of Triton

Triton was incorporated in April 1998 as a next generation Internet Protocol
(IP) enabled provider of live and automated operator calling services,
e-Business support, billing and clearinghouse functions and information
management services to telecommunications, internet and e-business service
providers.

Triton is a fully implemented alternate billing agent within the Local Exchange
Carriers (LEC's) billing system in Canada. The company's vision is to continue
expanding its "live" and "automated" operator service capability focusing on
making emerging web based information and transaction services easier to access
and pay for.

Triton has aligned itself to provide globally accessible products, coupled with
sophisticated proprietary technology, allowing it to offer this global
marketplace fully-integrated or unbundled solutions. Triton's management
believes that the future growth of the industry is largely based upon the
ability of service providers to offer multiple billing options for consumer
services thus increasing market penetration.

Triton's technology platforms are capable of providing its customers with the
ability to integrate traditional telephony services, internet information and
subscription services and e-Commerce transactions and place the charges on the
billing medium of the end users choice.

Products and Services

Triton has sophisticated proprietary software and hardware services that are
capable of processing call records for telecommunications companies worldwide.
They track and process bills for a wide range of services, from local and long
distance operator services as well as paging, voice mail, caller ID, phone cards
and other "ease of access", 0+Plus dialing solutions. Triton has also developed
"flat-fee" billing solutions that are expected to benefit Internet content and
service providers. With the addition of services for the Internet community, we
believe Triton has moved to meeting the needs of an even broader range of
communications companies.

The following is a list of Triton's products and services:

OPERATOR/AGENT SERVICES

- Global and Domestic Origination

- Hospitality Providers

- Payphone Providers

- Directory Assistance

- North America

- International

- Enhanced Information Services

BILLING SERVICES

- North American Local Exchange Carrier (LEC) Billing

- Online Subscription Based Billing

- Web-Based Transaction Billing (e-Commerce)

PLANNED SERVICE OFFERINGS

- E-Business Support Services

- E-Commerce Transaction Support

- Click To Talk(TM)" Web-Based Voice Routing

- Call Centre "ASP" Solutions

Triton provides comprehensive billing and collection programs that help
inter-exchange carriers, operator service providers, and other
telecommunications providers' reach thousands of telecommunications consumers.
Triton acts as an agent for Incumbent Local Exchange Carriers (ILECs) and
Competitive Local Exchange Carriers (CLECs) across the nation. Throughout their
billing and collection programs, they have the ability to bill for an array of
telecommunication services on a customer's local telephone bill.

Next Generation Internet Protocol (IP) Enabled Operator Services Platform

Triton's International Operator Services Platform, which is not yet deployed,
has been created by integrating hardware and software applications from Cisco's
Internet Protocol (IP) Gateway, CosmoCom's IP based Next Generation CosmoCall
Universe Platform, and the Enhanced Operator Services (EOS) from Intelis.

Triton is currently formulating its plan of implementation and the required
marketing strategies and service offerings.

CosmoCall Universe is a multimedia, multi-channel call center system that goes
far beyond the capabilities of traditional call center technology. Traditional
call centers are based on circuit-switched Automatic Call Distributors (ACDs),
and support only voice telephone calls. CosmoCall has all the capabilities of a
modern telephone call center. But as a multimedia, multi-channel interaction
center, CosmoCall supports not only voice telephone calls, but also live
multimedia communication sessions via the Internet. It manages and distributes
not only live calls, but also messages, including voice, fax, and e-mail
messages. CosmoCall supports remote agents and multiple site operation
transparently via a managed IP WAN. Agents are location-independent, and
multiple call center sites can be managed as a single entity capable of
distributing calls to any agent in any site or location.

The Intelis Enhanced Operator Services (EOS) software is fully integrated on top
of the CosmoCall Universe Platform and inspects incoming calls on a call-by-call
basis to determine how a call should be processed. The system uses all data
presented by the switch to determine call treatment including ANI, Ingress Trunk
Group, Info Digit, State of the ANI, NPA NXX of the ANI and DNIS.

Based upon the incoming characteristics of a call, the system determines what
application is used to process the call and the Carrier for that application.
For example, the application may be Enhanced Operator Services or Prepaid
whereas the Carrier defines characteristics of that application such as branding
information, rating information, and validation rules.

Integrated together these products provide Triton with unique capabilities to
launch web-based services as well as support for traditional telephony including
collect, third party and calling card supported calls.

Merger

On December 21, 2004, NeoMedia Technologies, Inc. (NeoMedia) and the Company
signed a definitive Agreement and Plan of Merger. Upon the closing of the merger
transaction discussed therein, the Company's shareholders will receive, for each
share of the Company's stock owned, NeoMedia common stock equivalent to $0.07
divided by the volume-weighted average price of NeoMedia common stock for the
five trading days immediately prior to the effective time of the merger. The
agreement has been approved by holders of approximately 63% of the Company's
outstanding shares and its Board. Closing is subject to the terms and conditions
outlined in the merger agreement, as well as regulatory approval of the merger
and registration/information statement by the United States Securities and
Exchange Commission. Prior to closing, the merger can be terminated by the
Company if shareholders of more than 5% of the Company's outstanding shares
dissent to the merger. The merger can be terminated prior to closing by NeoMedia
if, at the time of closing, the Company has: (i) less than $850,000 in assets,
(ii) more than $5,000,000 in liabilities, or (iii) more than 38,000,000 shares
of common stock outstanding. Either party can terminate the merger if the merger
has not closed by December 31, 2005, which date may be extended by mutual
consent of NeoMedia and the Company. On February 17, 2006 the Company mailed an
information statement to its shareholders providing details of the merger
agreement and is waiting the allotted time for shareholders to assert their
dissenters rights as required under the Florida Business Corporations Act before
proceeding. There is no assurance that the merger will be completed. See details
of the Agreement as Exhibit 10.1 which was filed with our Form 10-KSB for the
year ended July 31, 2005.

Results of Operations For The Three Months Ended January 31, 2006 as compared to
the three months ended January 31, 2005

Revenue

We had revenue of $2,050,000 for the three months ended January 31, 2006
compared to revenue of $1,679,000 in the comparable period in the prior year.
This increase is primarily attributable to marketing activities resulting in new
business in call records. We also lost a contract with a major customer which
contributed about 13% of our revenues in the comparable three month period. The
fluctuation of foreign currency rates between the Canadian and US dollar also
affected revenues. Our revenue consisted primarily of fees for processing
Canadian and U.S. terminated call records for telecommunications companies.
Revenue is recognized at the time that calls are accepted by the clearinghouse
for billing to customers. Provisions are recorded based on management's estimate
of calls that cannot be billed or collected based on historical chargeback's
throughout the life of the contract and historical data from similar contracts.

Cost Of Revenue

We had cost of revenue of $1,665,000, or 81.2% of revenue, for the three months
ended January 31, 2006 compared to $1,380,000 or 82.2% of revenue in the
comparable period in the prior year. In the three months ended January 31, 2006,
we had a gross margin of $385,000 or 18.8% of revenue, compared to a gross
margin of $300,000, or 17.8% of revenue, in the comparable period in the prior
year. Cost of goods sold, for the three months ended January 31, 2006, consists
of settlement fees to customers, carrier line charges and clearing costs levied
by the LEC's.

Operating Expenses

For the three months ended January 31, 2006, we had operating expenses of
$353,000 compared to $211,000 in the same period of the prior year. This
difference was primarily attributable to increased professional fees resulting
from the restatement of our financial statements and costs related to additional
filings with the SEC. Payroll costs also increased due to the addition of a new
employee as well as increased commissions and bonuses paid to management. Rent
expense consists of the rent paid for our administrative offices located in
Calgary, Canada. Payroll expense relates to the payroll of our 9 employees and
includes wages and benefits. Depreciation and amortization expense consists of
the depreciation and amortization of office furniture, computer equipment,
fixtures and leasehold improvements.

Income From Operations

Income from operations was $31,000 in the current period compared to $89,000 for
comparable period in the prior year. This is primarily due to the increase in
operating expenses as compared to the same quarter in the prior year.

Net Income

The items specified above resulted in a net income of $2,000 for the three
months ended January 31, 2006 after recognizing interest expense of $29,000. In
the comparable period in the prior year, the Company had net income of $49,000
after recognizing interest expense of $30,000 and a loss on sale of assets in
the amount of $9,000. This change is primarily attributed to the increase in
operating expenses in the current period.

Results of Operations For The Six Months Ended January 31, 2006 as compared to
the six months ended January 31, 2005

Revenue

We had revenue of $4,345,000 for the six months ended January 31, 2006 compared
to revenue of $3,257,000 in the comparable period in the prior year. This
increase is primarily attributable to marketing activities resulting in new
business in call records. We also lost a contract with a major customer which
contributed about 15% of our revenues in the comparable six month period. The
fluctuation of foreign currency rates between the Canadian and US dollar also
affected revenues. Our revenue consisted primarily of fees for processing
Canadian and U.S. terminated call records for telecommunications companies.
Revenue is recognized at the time that calls are accepted by the clearinghouse
for billing to customers. Provisions are recorded based on management's estimate
of calls that cannot be billed or collected based on historical chargeback's
throughout the life of the contract and historical data from similar contracts.

Cost Of Revenue

We had cost of revenue of $3,672,000, or 84.5% of revenue, for the six months
ended January 31, 2006 compared to $2,555,000 or 78.4% of revenue in the
comparable period in the prior year. In the six months ended January 31, 2006,
we had a gross margin of $673,000 or 15.5% of revenue, compared to a gross
margin of $702,000, or 21.6% of revenue, in the comparable period in the prior
year. Cost of goods sold, for the six months ended January 31, 2006, consists of
settlement fees to customers, carrier line charges and clearing costs levied by
the LEC's. The reason for the decrease in gross profit is due to rewriting one
of our contracts that resulted in lower margin on that contract, and a change in
contract mix that resulted in diminishing gross profits.

Operating Expenses

For the six months ended January 31, 2006, we had operating expenses of $606,000
compared to $483,000 in the same period of the prior year. This difference was
attributable to increased professional fees and payroll costs.

Rent expense consists of the rent paid for our administrative offices located in
Calgary, Canada. Payroll expense relates to the payroll of our 9 employees and
includes wages and benefits. Depreciation and amortization expense consists of
the depreciation and amortization of office furniture, computer equipment,
fixtures and leasehold improvements.

Income From Operations

Income from operations was $67,000 in the current period compared to $219,000
for comparable period in the prior year. This is primarily due to the reduced
gross profits discussed above and an increase in operating expenses for the same
period when compared to the prior year.

Net Income

The items specified above resulted in a net income of $10,000 for the six months
ended January 31, 2006 after recognizing other expenses including interest
expense of $57,000. In the comparable period in the prior year, the Company had
net income of $149,000 after recognizing interest expense of $61,000 and a loss
on sale of assets in the amount of $9,000.

Liquidity and Capital Resources

These financial statements have been prepared on a going concern basis in
accordance with United States generally accepted accounting principles. The
Company has reported net income of $271,350 and $44,549 for the years ended July
31, 2005 and 2004 respectively and has an accumulated deficit of $5,704,542 as
of July 31, 2005. As of July 31, 2005 the Company had a working capital deficit
of $3,205,216. For the six months ended January 31, 2006 and 2005 the Company
has reported net income of $49,463 and $148,864 respectively and has an
accumulated deficit of $5,694,867 as of January 31, 2006. These factors, amongst
others, raise substantial doubt about the Company's ability to continue as a
going concern.

Accounts receivable with three customers represent approximately 81% (2005 - two
customers accounted for 75%) of the balance of accounts receivable as at January
31, 2006. While management recognizes the concentration risks, it is the opinion
of management that these accounts do not represent a significant credit risk as
all of the customers are large corporations that have been in business for
several years and never defaulted on any payments to the company. Management
carefully and regularly reviews billings and collections from these companies as
well as continues to monitor and assess credit risk by looking at the publicly
available financial information of these customers.

The ability of the Company to continue as a going concern and to realize the
carrying value of its assets and discharge its liabilities when due is dependent
on the successful completion of the actions taken or planned, some of which are
described above, which management believes will mitigate the adverse conditions
and events which raise substantial doubt about the validity of the going concern
assumption used in preparing these financial statements. There is no certainty
that these and other strategies will be sufficient to permit the Company to
continue to meet its obligations in the normal course of business.

The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. If the going concern basis was not
appropriate for these financial statements, adjustments would be necessary to
the carrying value of assets and liabilities, the reported revenues and
expenses, and the balance sheet classifications used.

At January 31, 2006, the Company had a cash balance of $ 52,000. Historically,
the Company has met cash needs through a combination of cash from operations and
proceeds from the sale of equity and debt securities, and loans from the former
stockholders of TGBSI. At January 31, 2006, the Company had negative working
capital of $3,342,000. We anticipate that our cash needs over the next 12 months
will be for general working capital needs of $1,400,000, consisting primarily of
payroll, administration (including the costs of defending the lawsuits discussed
below) and other miscellaneous expenses, and the satisfaction of a portion our
current liabilities of $5,044,000 as they come due.

Currently the Company has entered into amortizing payment agreements with some
of its creditors. The Company has the ability to perform on all of its finalized
agreements and will likely be able to perform on the commitments with its
creditors.

Net Cash used in Operations. Net cash used in operations was $156,000 for the
six months ended January 31, 2006 compared with net cash provided from
operations of $81,000 for the six months ended January 31, 2005. The use of cash
from operations was principally the result of operations, a decrease of accounts
payable of $324,000 offset by a decrease in accounts receivable of $130,000.

Net Cash Used in Investing. Net cash used in investing was $5,000 for the six
months ended January 31, 2006 as compared with net cash from investing of
$17,000 for the comparative period in the prior year.

Net Cash Used in Financing. Net cash used in financing was $85,000 for the six
months ended January 31, 2006 as compared with net cash used in financing of
$100,000 for the six months ended January 31, 2005. This is entirely due to the
partial repayment of notes payable, and shareholder loans.

Effects of Foreign Exchange Rate Changes. Net cash provided from the change in
foreign exchange rates was $275,000 for the current period as compared with cash
used of $82,000 for the six months ended January 31, 2005.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and Principal Financial Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
The Company's disclosure controls and procedures are designed to provide a
reasonable level of assurance of achieving the Company's disclosure control
objectives. The Company's Principal Executive Officer and Principal Accounting
Officer have concluded that the Company's disclosure controls and procedures
are, in fact, effective at this reasonable assurance level as of the end of the
period covered.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of the Company's internal controls during the
Company's six months ended January 31, 2006, the Company's Principal Executive
Officer and Principal Financial Officer have determined that there are no
changes to the Company's internal controls over financial reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting other than for the recording and
reporting of foreign currency translation. The Company has revised its
accounting processes for gathering, computing and reporting this information.

PART II -- OTHER INFORMATION

The statements in this quarterly report, Form 10-QSB, that are not historical,
constitute "forward-looking statements". Such forward-looking statements involve
risks and uncertainties that may cause the actual results, performance or
achievements of the Company and its subsidiary to be materially different from
any future results, performances or achievements, express or implied by such
forward-looking statements. These forward-looking statements are identified by
their use of such terms and phrases as "expects", "intends", "goals",
"estimates", "projects", "plans", "anticipates", "should", "future", "believes",
and "scheduled".

ITEM 1. LEGAL PROCEEDINGS

The Company or its subsidiaries are aware of the following legal proceedings:

In December 2002, Triton Global Communications sued CanTalk for breach of
contract. The action was brought before the Court of Queen's Bench, Winnipeg,
Canada. The case is styled "Triton Global Communications v. CanTalk." The action
alleges that CanTalk failed to perform under an outsource agreement pursuant to
which CanTalk was to provide support for Triton's entry into the international
operator service market. In response to the suit, CanTalk filed a counterclaim
against Triton for $10,000 alleging breach of contract. Triton believes that
CanTalk's counterclaim is without merit and it intends to defend the
counterclaim. There is no certainty that Triton will be successful in their
defense of said counterclaim.

In June 2003, PBJ Holdings Inc. filed a Statement of Claim against Triton Global
Business Services Inc. in the Court Of Queen's Bench of Alberta for breach of
contract alleging that Triton Global Business Services Inc. failed to pay
$125,000 for the introduction of Triton Global Business Services Inc. to BSD
Software Inc. On December 17, 2004, this matter was settled. The amount Triton
agreed to pay in settlement totaled $125,000. The first payment of $12,000 was
paid on December 17, 2004. The balance of $113,000 is payable in twenty-four
consecutive $4,708 monthly installments, which commenced January 10, 2005.
Triton is current in its payments and the balance owing is included in notes
payable.

On May 2, 2005, four shareholders of BSD Software, Inc. filed a complaint
against BSD and NeoMedia, claiming that the purchase price as outlined in the
purchase agreement between NeoMedia and BSD is too low. The plaintiffs are
seeking unspecified damages and injunctive relief against the merger. BSD has
moved to have the action dismissed and believes the claim is without merit and
intends to defend the claim.

In July of 2005 Broad Reach Network Inc. (BRN) filed a Statement of Claim
against Triton Global Business Services Inc.(TGBSI). The action was brought
before the court of Queen's Bench, Calgary, Alberta. BRN is suing for damages
and judgment in the amount of CDN $81,000. TGBSI has filed a statement of
defense denying the amount of the indebtedness to BRN and filed a countersuit in
the amount of CDN $50,000 for breach of contract. The Company has accrued an
amount in its liabilities to cover this contingency. The final amount paid could
differ materially from the amount accrued.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No. Description
10.1 2005 Stock Bonus Plan
31.1 Officer's Certificate re: Section 302
31.2 Officer's Certificate re: Section 302
32.1 Certification re: Section 906