UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended November 30, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 000-50321

 

Bulldog Technologies Inc.
(Exact name of small business issuer as specified in its charter)
Nevada		98-0377543
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Riverside Place, Suite 301 – 11120 Horseshoe Way, Richmond, B.C., Canada V7A 5H7
(Address of principal executive offices)
604.271.8656
(Issuer's telephone number)
#128, 11180 Coppersmith Place, Richmond, B.C., Canada V7A 5G8
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

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APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

24,655,288 common shares issued and outstanding as at January 4, 2006.

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

PART I

Item 1. Financial Statements

Our consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

It is the opinion of management that the consolidated interim financial statements for the quarter ended November 30, 2005 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.

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BULLDOG TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2005 and August 31, 2005

(Unaudited - Amounts Stated in US Dollars)

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SEE ACCOMPANYING NOTES

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BULLDOG TECHNOLOGIES INC.   (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited – Amounts Stated in US Dollars)
	Three Months     Ended   November 30, 2005				Three Months   Ended   November 30, 2004				Cumulative from     September 23, 1998     (Date of Inception) to     November 30, 2005
Revenues	$	-			$	-			$	322,924
Expenses
General and administrative
Consulting fees and commissions (Note 9)		81,921				215,658				1,501,680
Depreciation		45,855				15,155				193,816
Office and general		199,148				81,469				1,261,882
Professional fees		56,562				49,287				622,958
Rent		34,525				8,921				262,321
Salaries and wages		446,964				365,678				4,606,608
Trade shows, travel and marketing		150,770				129,624				943,587
Research and development		211,585				99,969				1,398,078
		(1,227,330	)			(965,761	)			(10,790,930	)
Loss from operations		(1,227,330	)			(965,761	)			(10,468,006	)
Other income (expenses)
Gain (loss) on revaluation of liability for warrants subject to registration rights		(507,539	)			(195,330	)			3,392,945
(Notes 8 and 10)
Interest expense		(190,175	)			-				(227,965	)
Interest income		10,950				20,906				68,322
Loss on settlement of accounts payable		-				-				(954,000	)
Foreign exchange gain (loss)		(23,267	)			-				56,740
Net loss for the period	$	(1,937,361	)		$	(1,140,185	)		$	(8,131,964	)
Basic and diluted loss per share	$	(0.08	)		$	(0.05	)
Weighted average shares outstanding		24,058,980				23,224,265

SEE ACCOMPANYING NOTES

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BULLDOG TECHNOLOGIES INC.        (A Development Stage Company)     CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS     (Unaudited – Amounts Stated in US Dollars)
	Three Months Ended   November 30, 2005				Three Months     Ended   November 30, 2004				Cumulative from     September 23, 1998     (Date of Inception) to     November 30, 2005
Net loss for the period	$	(1,937,361	)		$	(1,140,185	)		$	(8,131,964	)
Foreign currency translation		57,116				313,406				242,115
Comprehensive loss	$	(1,880,245	)		$	(826,779	)		$	(7,889,849	)

SEE ACCOMPANYING NOTES

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BULLDOG TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited – Amounts Stated in US Dollars)
	Three Months     Ended   November 30, 2005				Three Months     Ended   November 30, 2004				Cumulative from     September 23, 1998     (Date of Inception) to     November 30, 2005
Cash flows provided (used in) by operating activities:
Net loss for the period	$	(1,937,361	)		$	(1,140,185	)		$	(8,131,964	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation		45,855				15,155				193,816
Expenses paid by affiliated company		-				-				301,303
Issue of common stock for services during the period		-				-				1,597,079
Stock option compensation		7,246				194,787				788,857
Loss (gain) on revaluation of liability for warrants subject to		507,539				195,330				(3,392,945	)
registration rights
Loss on settlement of accounts payable		-				-				954,000
Amortization of beneficial conversion option		129,070				-				129,070
Accretion and amortization of note discount		19,406				-				19,406
(Increase) decrease in assets
Receivables		(25,599	)			-				(51,121	)
Prepayment to suppliers		8,023				(11,935	)			(164,173	)
Inventory		(373,794	)			(46,900	)			(685,191	)
Prepaid expenses		58,002				(110,509	)			(84,465	)
Increase in accounts payable and accrued liabilities		137,821				47,173				866,555
Net cash used in operating activities		(1,423,792	)			(857,084	)			(7,659,773	)
Cash flows used in investing activities
Purchase of property, plant and equipment		(66,046	)			(22,652	)			(750,160	)
Purchase of short-term investments		(629,347	)			(95,395	)			(962,271	)
Cash used in investing activities		(695,393	)			(118,047	)			(1,712,431	)
Cash flows provided by (used in) financing activities
Bank loan		64,273				-				64,273
Loans payable		-				-				54,500
Issuance of common shares		-				1,073,288				7,478,065
Issuance of convertible notes, net of issue costs		1,883,450				-				1,883,450
Shares repurchased		-				-				(20,000	)
Net cash provided by financing activities		1,947,723				1,073,288				9,460,288
Increase (decrease) in cash		(171,462	)			98,157				88,084
Effect of foreign exchange rate changes on cash		46,850				9,233				(62,433	)
Net (decrease) increase in cash		(124,612	)			107,390				25,651
Cash and cash equivalents, beginning of period		150,263				46,021				-
Cash and cash equivalents, end of period	$	25,651			$	153,411			$	25,651
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-			$	-			$	21,413
Income taxes	$	-			$	-			$	-
Non-cash Investing and Financing Activities
Issuance of shares in settlement of accounts payable	$	-			$	162,000			$	770,200
Issuance of shares in settlement of loans payable	$	-			$	-			$	54,500
Issuance of shares for services included in prepaid expenses	$	63,000			$	-			$	261,000
Issuance of shares upon conversion of convertible notes	$	137,547			$	-			$	137,547
payable
Issuance of shares on recapitalization (Note 3)	$	-			$	-			$	796

SEE ACCOMPANYING NOTES

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BULLDOG TECHNOLOGIES INC.          (A Development Stage Company)   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)     for the period from September 23, 1998 (Date of Inception) to November 30, 2005       (Unaudited - Amounts Stated in US Dollars)
						Additional Paid-in Capital			Cumulative Translation Adjustment			Deficit Accumulated During the Development Stage			Total
		Common Stock (a)
		Shares		Par Value
On inception of Bulldog BC,
September 23, 1998		465,000	$	465	$	(138	)	$	-		$	-		$	327
Issuance of stock in Bulldog BC
for cash	- at $0.34	20,000		20		6,683			-			-			6,703
	- at $0.67	125,000		125		83,663			-			-			83,788
	- at $1.34	22,500		23		30,140			-			-			30,163
Issuance of stock in Bulldog BC
for services		8,000		8		16,079			-			-			16,087
Foreign exchange translation adjustment		-		-		-			(12	)		-			(12	)
Net loss		-		-		-			-			(114,968	)		(114,968	)
Balance, August 31, 1999 (Bulldog BC)		640,500		641		136,427			(12	)		(114,968	)		22,088
Issuance of stock in Bulldog BC
for cash	- at $0.68	25,000		25		16,965			-			-			16,990
	- at $1.02	8,000		8		8,147			-			-			8,155
	- at $1.36	2,500		2		3,398			-			-			3,400
Issuance of stock in Bulldog BC
for services		34,000		34		9,494			-			-			9,528
On inception of Bulldog Nevada
	- at $0.001	7,035,000		7,035		-			-			-			7,035
Issuance of stock in Bulldog Nevada
for cash	- at $1.00	613,727		614		613,113			-			-			613,727
Foreign exchange translation adjustment		-		-		-			289			-			289
Net loss		-		-		-			-			(531,252	)		(531,252	)
Balance, August 31, 2000 (combined)		8,358,727		8,359		787,544			277			(646,220	)		149,960

SEE ACCOMPANYING NOTES

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Continued

BULLDOG TECHNOLOGIES INC.    (A Development Stage Company) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT) for the period from September 23, 1998 (Date of Inception) to November 30, 2005 (Unaudited - Amounts Stated in US Dollars)
						Additional Paid-in Capital		Cumulative Translation Adjustment	Deficit Accumulated During the Development Stage		Total
		Common Stock (a)
		Shares		Par Value
Balance, August 31, 2000
(combined, balance forward)		8,358,727		8,359		787,544		277	(646,220	)	149,960
Issuance of stock in Bulldog Nevada for
cash	- at $0.002	245,000		245		130		-	-		375
	- at $0.24	95,833		96		22,904		-	-		23,000
	- at $0.50	80,000		80		39,920		-	-		40,000
	- at $1.00	155,623		156		155,467		-	-		155,623
Issuance of stock in Bulldog Nevada
for services		304,830		305		230,125		-	-		230,430
Redeemed and cancelled for
Nil consideration		(861,000	)	(861	)	861		-	-		-
Shares issued as commission for
private placements		91,120		91		(91	)	-	-		-
Foreign exchange translation
Adjustment		-		-		-		26,357	-		26,357
Net loss		-		-		-		-	(424,417	)	(424,417	)
Balance, August 31, 2001 (combined)		8,470,133		8,471		1,236,860		26,634	(1,070,637	)	201,328

SEE ACCOMPANYING NOTES

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Continued

BULLDOG TECHNOLOGIES INC.               (A Development Stage Company)           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)       for the period from September 23, 1998 (Date of Inception) to November 30, 2005         (Unaudited - Amounts Stated in US Dollars)
				Additional Paid-in Capital		Cumulative Translation  Adjustment		Deficit   Accumulated   During the   Development   Stage		Total
		Common Stock (a)
		Shares	Par Value
Balance, August 31, 2001
(combined, balance forward)		8,470,133	8,471	1,236,860		26,634		(1,070,637	)	201,328
Shares in Bulldog Nevada issued as
commission for private placements		1,500	2	(2	)	-		-		-
Issuance of stock in Bulldog
Nevada for cash	- at $0.24	104,167	104	24,896		-		-		25,000
	- at $0.50	87,200	87	43,513		-		-		43,600
Issuance of stock in Bulldog
Nevada for services		168,500	168	68,832		-		-		69,000
Foreign exchange translation
adjustment		-	-	-		2,402		-		2,402
Net loss		-	-	-		-		(209,920	)	(209,920	)
Balance, August 31, 2002
(combined)		8,831,500	8,832	1,374,099		29,036		(1,280,557	)	131,410
Issuance of stock in Bulldog
Nevada for cash	- at $0.25	183,000	183	45,567		-		-		45,750
Issuance of stock for services to
Bulldog Nevada		10,000	10	1,863		-		-		1,873
Shares of Bulldog Nevada issued as
commission for private placements		8,000	8	(8	)	-		-		-
Foreign exchange translation
adjustment		-	-	-		(128,899	)	-		(128,899	)
Net loss		-	-	-		-		(312,840	)	(312,840	)
Balance, August 31, 2003
(combined)		9,032,500	9,033	1,421,521		(99,863	)	(1,593,397	)	(262,706	)

SEE ACCOMPANYING NOTES

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Continued

BULLDOG TECHNOLOGIES INC.             (A Development Stage Company)                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)         for the period from September 23, 1998 (Date of Inception) to November 30, 2005           (Unaudited - Amounts Stated in US Dollars)
						Additional Paid-in Capital		Cumulative Translation Adjustment		Deficit Accumulated During the Development Stage
		Common Stock (a)
		Shares		Par Value								Total
Balance, August 31, 2003
(combined, carried forward)		9,032,500		9,033		1,421,521		(99,863	)	(1,593,397	)	(262,706	)
Issuance of stock in Bulldog
Nevada for cash	- at $0.25	448,000		448		111,552		-		-		112,000
Issuance of stock of Bulldog
Nevada for services and debt
settlement		391,000		391		97,359		-		-		97,750
Redemption and cancellation of
shares in Bulldog Nevada
for cash	- at $0.25	(80,000	)	(80	)	(19,920	)	-		-		(20,000	)
		9,791,500		9,792		1,610,512		(99,863	)	(1,593,397	)	(72,956	)
Adjustment to the stockholders'
equity of the Company at the
recapitalization date (Note 3)		9,591,400		9,591		(8,795	)	-		-		796
Issuance of stock for cash on
private placement	- at $1.00	520,000		520		519,480		-		-		520,000
Issuance of stock on debt
settlement	- at $1.84	600,000		600		1,103,400		-		-		1,104,000
Issuance of stock for services – at $1.50		35,500		35		53,215		-		-		53,250
Issuance of stock for services		500,000		500		999,500		-		-		1,000,000
Stock option compensation		-		-		492,269		-		-		492,269
Issuance of stock for cash on
private placement	- at $2.25
(net of $299,647 finder's fee)		2,219,611		2,220		-		-		-		2,220
Issuance of stock for services – at $1.50		69,000		69		103,431		-		-		103,500
Issuance of stock for services – at $1.50		15,000		15		25,335		-		-		25,350
Cancellation of shares		(500,000	)	(500	)	500		-		-		-
Net loss		-		-		-		-		(1,014,759	)	(1,014,759	)
Foreign exchange translation
Adjustment		-		-		-		(72,642	)	-		(72,642	)
Balance, August 31, 2004		22,842,011		22,842		4,898,847		(172,505	)	(2,608,156	)	2,141,028

SEE ACCOMPANYING NOTES

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Continued

BULLDOG TECHNOLOGIES INC.               (A Development Stage Company)         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)         for the period from September 23, 1998 (Date of Inception) to November 30, 2005           (Unaudited - Amounts Stated in US Dollars)
			Additional Paid-in Capital	Cumulative   Translation   Adjustment		Deficit Accumulated During the Development Stage			Total
	Common Stock (a)
	Shares	Par Value
Balance, August 31, 2004
(carried forward)	22,842,011	22,842	4,898,847	(172,505	)	(2,608,156	)	$	2,141,028
Issuance of stock for cash on
exercise of warrants
- at $1.00 (Note 8)	520,000	520	519,480	-		-			520,000
Issuance of stock for cash on
exercise of warrants
- at $1.90
(net of $35,317 finder's fee
Note 8)	309,806	310	552,978	-		-			553,288
Adjustment arising on
exercise of warrants (Note 8)	-	-	292,738	-		-			292,738
Issuance of shares for services
– at $2.16 (Note 8)	150,000	150	323,850	-		-			324,000
Issuance of shares for services
– at $1.50 (Note 7)	183,000	183	274,317	-		-			274,500
				-		-
Issuance of shares as
settlement
- at $1.00 (Note 8)	12,500	12	12,488	-		-			12,500
Issuance of shares for services
– at $1.24 (Note 8)	30,000	30	37,170	-		-			37,200
Stock option compensation	-	-	289,342	-		-			289,342
Net loss	-	-	-	-		(3,586,447	)		(3,586,447	)
Foreign exchange translation
adjustment	-	-	-	357,504		-			357,504
Balance, August 31, 2005	24,047,317	24,047	7,201,210	184,999		(6,194,603	)		1,215,653

SEE ACCOMPANYING NOTES

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Continued

BULLDOG TECHNOLOGIES INC.                             (A Development Stage Company)            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)        for the period from September 23, 1998 (Date of Inception) to November 30, 2005               (Unaudited - Amounts Stated in US Dollars)
					Additional    Paid-in    Capital		Cumulative    Translation    Adjustment		Deficit   Accumulated   During the   Development   Stage			Total
	Common Stock (a)
	Shares		Par Value
Balance, August 31, 2005
(carried forward)	24,047,317		24,047		7,201,210		184,999		(6,194,603	)		1,215,653
Beneficial conversion option
(Note 10)	-		-		836,045		-		-			836,045
Issuance of stock on
conversion of convertible
notes - at $1.06 per share
(Note 8)	212,264		212		137,335		-		-			137,547
Stock option compensation
(Note 9)	-		-		7,246		-		-			7,246
Net loss	-		-		-		-		(1,937,361	)		(1,937,361	)
Foreign exchange translation
adjustment	-		-		-		57,116		-			57,116
Balance, November 30, 2005	24,259,581	$	24,259	$	8,181,836	$	242,115	$	(8,131,964	)	$	(316,246	)

(a)	Prior to the recapitalization in November 2003, the stockholders' equity represents the combined shares and balances of Bulldog Nevada and Bulldog BC exchanged on a one for one basis on recapitalization (Note 3).

SEE ACCOMPANYING NOTES

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BULLDOG TECHNOLOGIES INC. (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS November 30, 2005 and August 31, 2004 (Amounts Stated in US Dollars)

Note 1	Description of Business and Accounting for Reverse Acquisition
	The Company was incorporated under the laws of the State of Nevada on June 18, 2002 as Northward Ventures, Inc. ("Northward") and was previously involved in mineral exploration activity. In November 2003, the Company acquired control of Bulldog Technologies (BC) Inc. ("Bulldog BC") and Bulldog Technologies Inc. ("Bulldog Nevada"). Bulldog BC was incorporated under the laws of British Columbia on September 23, 1998 and carries on the business of developing and commercializing security systems for the cargo transportation industry. Bulldog Nevada was incorporated in the State of Nevada on January 18, 2000 primarily to raise financing for Bulldog BC. Prior to the share exchange, Bulldog BC and Bulldog Nevada were under common control. On November 7, 2003, the Company changed its name to Bulldog Technologies Inc. and merged with Bulldog Nevada such that after closing the consolidated entity consists of Bulldog Technologies Inc. (formerly Northward Ventures, Inc.) and its subsidiary, Bulldog BC.
	In accordance with provisions governing the accounting for reverse acquisitions, the accounts are presented as a continuation of Bulldog BC and Bulldog Nevada, combined.
	In September 2005, Bulldog BC incorporated a wholly owned subsidiary in Mexico, Bulldog Technologies Mexico, S.A. de C.V., with an issued and paid up capital of MXP50,000 (US$4,630) to conduct business in Mexico. As at November 30, 2005 Bulldog Technologies Mexico, S.A. de C.V. was inactive.
Note 2	Summary of Significant Accounting Policies
	Principles of Consolidation and Ability to Continue as Going Concern
	The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and include the accounts of the Company and its subsidiary, Bulldog Technologies (BC) Inc. and Bulldog Technologies Mexico, S.A. de C.V. All significant inter-company transactions have been eliminated on consolidation. The Company is currently in the development stage and presents its financial statements in accordance with Statement of Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises".
	These accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at November 30, 2005, the Company has accumulated consolidated operating losses since inception of $8,131,964. The continuation of the Company is dependent upon the successful completion of development and marketing of its security systems, the continuing support of creditors and stockholders as well as achieving a profitable level of operations. At November 30, 2005, the Company has cash and short-term investments of approximately $1.1 million. Management anticipates that it requires approximately $4.59 million over the next twelve months to continue operations. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company will raise necessary cash through equity issuances and/or debt financing. Amounts raised will be used to continue the development of the Company's products, roll out the Company's products to market and for general working capital purposes.
	These conditions raise substantial doubt about the Company's ability to continue as a going concern. Although there are no assurances that management's plans will be realized, management believes that the

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	Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
	Interim Financial Statements
	The interim financial statements included herein have been prepared by the Company, without audit, 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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
	These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the years ended August 31, 2005 and 2004 included in the Company's 10-KSB Annual Report. The Company follows the same accounting policies in the preparation of interim reports.
	Results of operations for the interim periods are not indicative of annual results.
	Stock Option Compensation
	The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation" to account for stock options granted to non-employees using the fair value based method prescribed in SFAS 123. Stock option compensation for non-employees is re-measured on each balance sheet date until options vest.
	The Company has elected to continue to measure compensation cost for employees under Accounting Principles Board ("APB") Opinion No. 25, including interpretations provided in Interpretation ("FIN") No. 44. Generally, under APB No. 25 compensation expense is recognized for options granted to employees and directors (for their services as directors) only if the option price is less than the market price of the underlying common stock on the date of the grant.
	SFAS No. 123 requires the Company to provide pro forma information regarding net loss and loss per share as if compensation cost for the Company's stock options granted to employees had been determined in accordance with the fair value based method prescribed in SFAS 123.
	The Company has not adopted the fair value method of accounting under SFAS No. 148 for stock-based compensation to employees. Consequently, related pro forma information as required under SFAS No. 123 has been disclosed below in accordance with SFAS No. 148.

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	The weighted average fair value of the options granted during the previous year ended August 31, 2005 to employees was $1.60 (2004 - $1.98) per option estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0% (2004 – 0%), expected volatility of 186% (2004 - 186%), risk-free rate of 4.18% - 4.40% (2004 - 3.07% - 3.64%) and an expected life of 5 years (2004 - 5 years). Such amount is being amortized on a straight-line basis over the vesting periods ranging from 10 to 36 months. No options were granted to employees during the three-month period ended November 30, 2005.
	New Accounting Pronouncements
	On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS No. 123(R) would require the Company to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. In addition, SFAS No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. For public entities that file as a small business issuer, SFAS No. 123(R) is effective for the first annual reporting period beginning after December 15, 2005.
	In December 2004, FASB issued SFAS No. 153 to amend Opinion 29 by eliminating the exception for non-monetary exchanges of similar productive assets and replaces it with general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange is defined to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004.
	The Company has not yet determined the effect of future implementation of these new standards on its consolidated financial statements.
Note 3	Recapitalization
	In November 2003, the Company closed an agreement with the stockholders of Bulldog BC and Bulldog Nevada (companies under common control) whereby the Company acquired the issued and outstanding shares of Bulldog BC and Bulldog Nevada on a one-for-one basis in exchange for 710,000 and 9,081,500 shares of the Company's common stock, respectively. At the acquisition date, all of Bulldog Nevada's shares had been exchanged while 695,800 of Bulldog BC's common shares had been exchanged leaving 14,200 common shares of Bulldog BC still to be exchanged. As at August 31, 2005, only 2,000 shares still had to be exchanged.
	The acquisition was accounted for using the purchase method of accounting as applicable to reverse acquisition because the former stockholders of Bulldog BC and Bulldog Nevada controlled approximately 51% of the Company's common stock immediately upon conclusion of the transaction and the continuing business is that of Bulldog BC and Bulldog Nevada. Under reverse acquisition accounting, the post-acquisition entity is accounted for as a recapitalization of Bulldog BC and Bulldog Nevada. The value assigned to common stock of the Company was $796.
Note 4	Short-term Investments
	Short-term investments consist of amounts held under guaranteed investment certificates of the Royal Bank of Canada and bearing interest at rates ranging from 1.6% to 3.35% per annum, maturing on various dates through April 2006.

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Note 5	Inventory
			As at
			November 30,		As at August
			2005		31, 2005
	Components	$	203,135	$	154,289
	Work in progress		58,603		63,940
	Finished goods		434,778		111,236
		$	696,516	$	329,465

Note 6	Bank Loan
	The Company has a demand operating line of credit of approximately $385,637 (CDN$450,000) (August 31, 2005 - $379,075 (CDN$450,000)) bearing interest at 5% per annum, payable monthly. The line of credit drawn was $64,273 (CDN$75,000) as at November 30, 2005 (August 31, 2005 – $ Nil). The Company's line of credit agreement is collateralized by the short-term investments.
Note 7	Related Party Transactions
	Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:
	The Company entered into agreements with two directors for services commencing November 17, 2003 whereby the Company agreed to issue an aggregate of 275,000 shares of common stock vesting monthly of which 23,000 shares were issued in November 2003 and 69,000 shares were issued in June 2004. The remaining 183,000 shares were issued during the year ended August 31, 2005. The Company has recorded, as compensation expense, $274,500 (three month period ended November 30, 2004 - $103,500) in respect of shares earned by the directors during the year ended August 31, 2005 under these agreements based on the quoted market price of $1.50 per share of common stock on the agreement date. At November 30, 2005, accounts payable and accrued liabilities are $ Nil (August 31, 2005 - $ Nil) as all common shares have been issued to the directors of the Company.
	Related party transactions were recorded at the exchange amount, being the amount established and agreed to by the related parties.
Note 8	Capital Stock
	In April 2004, the Company completed a private placement and issued 2,219,611 units for gross proceeds of $4,994,125. Each unit consisted of one common share, 1/4 Series A share purchase warrant and 1/2 Series B share purchase warrant. The Company issued 554,902 Series A share purchase warrants exercisable at $3.50 per share for a period of five years (repriced to $1.25 per share in September 2005 Note 9) and 1,109,806 Series B share purchase warrants exercisable at $2.25 per share until the earlier of fourteen months after April 14, 2004 or eight months after a registration statement is declared effective (June 2, 2004). As part of the private placement, the Company paid a placement fee of $299,657. Additionally the Company has accrued and paid 6% of any monies received on the exercise of these warrants.
	On August 29, 2005, the Company issued $2.1 million convertible notes with warrants and embedded beneficial conversion options. Under the Convertible Note and Warrant Agreement dated August 29, 2005 (Closing Date), the Company was required to use its best efforts to file and cause the registration statement

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	of the Company's common stock to be declared effective under the Securities Act of 1933, as amended, as  promptly as possible.
	In accordance with the Registration Rights Agreement executed in conjunction with the Securities Purchase Agreement dated April 2004 and August 2005, the Company was required to use its best efforts to file and cause the registration statement of the Company's common stock to be declared effective under the Securities Act of 1933, as amended, as promptly as possible, but in any event, no later than the earlier of the 90th calendar day following the closing date of the agreement and the fifth trading day following the date on which the Company is notified by the Securities and Exchange Commission that the registration statement will not be reviewed or is no longer subject to further review and comments (the "Effective Date"). The Company is also required to keep the registration statement continuously effective for a period of two years from the Effective Date.
	Consequently, the warrants issued in connection with these private placements are deemed to require net-cash settlement and are classified as liabilities in accordance with Emerging Issues Task Force ("EITF") Issue No. 00-19. Accordingly, the Company initially recorded the fair value of these warrants as a liability. Subsequently, such amount is being re-measured on each balance sheet date based on the then fair value of the warrants with the adjustment charged to the Consolidated Statement of Operations.
	As at November 30, 2005, the Company has 1,513,770 share purchase warrants outstanding. The liability for the fair value of the warrants of $1,994,199 (August 31, 2005 - $499,026) was recorded on the balance sheet and $507,539 (three-month period ended November 30 2004 – $195,330) was recorded as loss on revaluation of liability for warrants subject to registration rights in the Consolidated Statement of Operations for the three-month period ended November 30, 2005. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions as at November 30, 2005: dividend yield of 0% (August 31, 2005 - 0%), expected volatility of 186% (August 31, 2005 – 186%), weighted average risk-free interest rate of 3.88% (August 31, 2005 – 3.95%) and an expected life of 3.36 years (August 31, 2005 – 3.62 years) for the Series A warrants. The Series B warrants were exercised and expired during the year ended August 31, 2005.
	Upon the exercise, cancellation or lapsing of obligations under the Registration Rights Agreement, a pro-rata amount of the liability will be reclassified to Stockholders' Equity using the Black-Scholes value as of that date.
	On May 4, 2004 the Company entered into an employment agreement with an employee, to issue 150,000 shares of the Company's common stock as compensation, of which 75,000 shares were issued on November 29, 2004 and another 75,000 shares were issued to him on March 11, 2005. The value attributed to the common stock issued to the employee was $324,000 based on the quoted market value of the Company's common stock of $2.16 per share on the agreement date of May 4, 2004. At November 30, 2005 prepaid expenses includes $63,000 (August 31, 2005 - $90,000) in respect of common shares issued to the employee but not yet earned by the employee under this agreement based on the quoted market price of $2.16 per share of common stock on the agreement date.
	On November 5, 2004, holders of the Series B share purchase warrants exercised 309,806 of those warrants for gross proceeds of $588,605. The Company paid a placement fee in cash of $35,317, 6% of the gross proceeds as required under the original private placement agreement to the placement agent who originally identified the investors in April 2004. As an inducement to early exercise, the Company temporarily reduced the exercise price of the Series B share purchase warrants to $1.90 per share if exercised on or before November 5, 2004. All other terms and conditions of the warrants remained unchanged. As at November 5, 2004, $292,738 was recorded as additional paid-in capital on revaluation of the liability for warrants subject to registration rights. This balance represented the prorated amount of the liability on exercise date of November 5, 2004. The fair value of the warrants was estimated using the Black-Scholes option pricing model at that date with the following assumptions: dividend yield of 0%, expected volatility of 186%, risk-free interest rate of 3.51% and an expected life of 10 months for the exercised Series B warrants.

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	In July 2004, the Company entered into a six-month service agreement to issue 5,000 shares per month for a total of 30,000 shares to be issued. Upon expiry the Company extended the original agreement on a month-to-month basis under the original terms. During August 2004, the Company issued 15,000 shares pursuant to the agreement. The value attributed to the common stock was $25,350 based on the quoted market price of the Company's common stock of $1.69 per share at the agreement date. The Company issued a further 30,000 shares of common stock during the year ended August 31, 2005 based on the weighted average market price of $1.24 for services rendered up to the date of termination of the contract. The agreement was terminated during the 2005 fiscal year.
	On November 25, 2005 an investor holding $225,000 of the convertible notes (Note 10) converted the notes into 212,264 common shares.
Note 9	Stock Options and Warrants
	Stock Options to Non-Employees
	The Company follows SFAS No. 123, "Accounting for Stock-Based Compensation", which requires compensation costs associated with stock options granted to non-employees to be recognized based on the fair value of the stock options using the Black-Scholes option pricing model. Stock-based compensation for non-employees is re-measured on each balance sheet date until such options vest. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. Unvested stock options are re-measured on each balance sheet date for the purpose of determining stock option compensation, and are amortised on a straight-line basis over the vesting period of 10 months.
	As at November 30, 2005, the fair value of these options using the Black-Scholes option pricing model was based on the following weighted average assumptions:

	The compensation expense arising from options issued to consultants in both the 2004 and 2005 year is amortized over the vesting period of the options and for the three-month period ended November 30, 2005, expenses totalling $7,246 (three-month period ended November 30, 2004 - $194,787) were included in consulting fees and commissions in the Consolidated Statement of Operations.
	The following table summarizes the stock option transactions and the weighted average exercise prices thereof:

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	During the year ended August 31, 2005, the Company granted 2,580,000 stock options to employees and 250,000 stock options to non-employees. The weighted average fair value per option granted (based on the value determined at the respective grant dates) was $1.60. No options were granted during the three month period ended November 30, 2005.
	A summary of the common share options exercisable and outstanding at November 30, 2005 is as follows:

	On December 1, 2005, the Company granted 1,360,000 options to fourteen employees at a weighted average exercise price of $1.25 per option. The options expire between December 1, 2010 and December 26, 2010.
	On December 6, 2005, the Company granted 100,000 stock options to a director at the exercise price of $1.30 per share. On December 20, 2005, the Company granted 50,000 stock options to an advisory board member at the exercise price of $1.25 per share.
	Employee Stock Option Plan
	No compensation expense was recorded for options granted to employees under the intrinsic method of accounting in the reporting periods as the exercise prices equals or exceeds the fair market values of the Company's common stock on the respective dates of grant in 2004.
	In March 2004, the Board of Directors approved the Company's 2004 Stock Option Plan ("the 2004 Plan").  The 2004 Plan provides for the granting of stock options to key employees, directors and consultants to purchase up to 5,000,000 common shares of the Company. Under the 2004 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Board of Directors. For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.) Options granted are not to exceed terms beyond ten years (5 years in the case of an incentive stock option granted to a holder of 10 percent of the Company's common stock). Unless otherwise specified by the Board of Directors, stock options shall vest at the rate of 25% per year starting one year following the granting of options.
	The 2004 Stock Option Plan was amended and effective November 17, 2004 authorized the issuance of a maximum of 7,000,000 shares of common stock to eligible employees, directors, officers and employees of the company or its subsidiaries.

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	Warrants
	The following table summarizes the fully exercisable warrant transactions during the three-months ended and the balance outstanding as at November 30, 2005:

A summary of share purchase warrants outstanding at November 30, 2005 is as follows:

Note 10	Convertible Notes
	In August 2005, the Company entered into an agreement with four accredited investors to sell an aggregate of $2,100,000 of 6% convertible notes which entitle the investors to convert all or any part of the principal outstanding under the convertible notes into common shares at $1.06 per share, subject to adjustment according to the terms of the note agreement. Net proceeds received on September 2, 2005 totalling $1,974,000 (after deducting the agent's fee of $126,000). In addition, the Company incurred legal and accounting expenses of $90,550 related to the issuance. The interest payable on the principal amount outstanding under the convertible notes is payable quarterly in cash or common shares, at the option of the Company, with the number of shares to be determined by dividing the interest payable by the market price as defined in the note agreement. The Company may elect to make the quarterly interest payments in shares of common stock at a conversion price equal to the then current market price, which is equal to the closing sale price of our company's common stock (or if no closing sale prices are reported, the average of the closing bid and ask prices) for the 20 day period immediately prior to the date of the interest payment.
	As part of the private placement, each investor also received detachable share purchase warrants. Each share purchase warrant entitles the investor to purchase the number of shares of common stock equal to 40% of the total number of shares of common stock exercisable upon conversion of the convertible note at the time of issuance of the convertible note and is exercisable for a period of five years, at an exercise price per warrant of $1.25, subject to adjustment in accordance with the terms of the warrant. The Company issued 792,453 warrants to the four investors on August 29, 2005 and an additional 166,415 warrants to a placement agent on the same terms. As discussed in Note 8, these warrants were recorded as liabilities based on their fair value and were remeasured on each balance sheet date with adjustment charged to the Consolidated Statement of Operations for that period, in accordance with EITF 00-19.
	The convertible notes will mature on August 29, 2010. Subsequent to November 30, 2005, the Company issued 30,007 shares in settlement of $31,313 of interest.

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	The proceeds of the convertible notes have been allocated to the notes, warrants and beneficial conversion option in accordance with EITF 00-27, "Application of Issue No. 98-5 to Certain Convertible Instruments".  Accordingly, $447,735 was allocated to the notes and $836,045 was allocated to the embedded conversion option and $816,300 was allocated to the detachable warrants. The issuance cost of the convertible notes amounted to $387,957 (inclusive of the fair value related to 166,415 warrants issued to the placement agent of $171,407, the agent fees paid in cash and the legal and accounting expenses incurred as described above) is recognized on the Consolidated Balance Sheet as deferred financing costs and is amortized on a straight line basis over the term of debt. The fair value of the warrants was calculated as described in Note 8.
Note 11	Contingent Liabilities
	During the normal course of business activity, the Company was involved in litigation proceedings, certain lawsuits and other claims at November 30, 2005. While the outcome of these matters is subject to future resolution, management's evaluation and analysis of such matters indicates that, individually and in the aggregate, the probable ultimate resolution of such matters will not have a material adverse effect on the Company's consolidated financial statements. The outcome of these matters is presently indeterminable.  Any settlement resulting from resolution of these contingencies will be accounted for in the period of  settlement.
Note 12	Subsequent Events
	On December 7, 2005, an investor exercised the Series A warrants at the exercise price of $1.25 per share to purchase 12,500 shares of our common stock for net proceeds of $14,688 (after deduction of placement agent fee).
	In December 2005, an investor converted $371,000 convertible notes to 350,000 shares of common stock at the conversion price of $1.06 per share.
	On December 13, 2005, the Company issued 3,200 shares to a supplier as part-settlement of a debt amounting to CDN$4,000 ($3,427).

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Item 2.

Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us" and "our" mean Bulldog Technologies Inc., formerly Northward Ventures, Inc., the term "Bulldog BC" refers to Bulldog Technologies (BC) Inc., a British Columbia, Canada corporation, and the term "Bulldog Nevada" refers to Bulldog Technologies Inc., a Nevada corporation.

Overview

Our business involves the development, manufacture and sale of the Bulldog Online Security Systems, which we brand as "BOSS^TM", designed to detect and monitor cargo theft from containers, tractor-trailers and cargo vans, and allow the recovery of stolen assets when prevention is not possible. We have developed various BOSS systems for use with the different configurations and types of transport vehicles used in the supply chain. For swing door trailers and shipping containers, we have developed the Road BOSS External product which can be used as an add-on to existing fleet tracking systems, or as a stand alone system which provides security status and position location capabilities. We have also developed the equivalent system for roll door trailers and delivery van type trucks, called the Road BOSS Internal. For securing trailers and containers in ports and storage yards, we have developed the Yard BOSS system, which monitors and controls all door opening activities, within the yard environment. For liquid or semi-liquid, material transportation in tanker trucks, we have also developed the Tanker BOSS system, which monitors all of the filling and access points of a tanker type truck, and reports this information over a satellite based monitoring system.

We have also broadened our design capability with the creation of the radio frequency design unit. The unit has been involved in the development of Bulldog proprietary radio products, which have resulted in functionality enhancements to the Road BOSS product, and significant reductions in manufacturing costs. Along with the product enhancement work, we have also developed advanced sensor monitoring and radio frequency identification, (RFID) tags, which allow Bulldog customers to monitor additional information, such as load temperature and asset location, with their existing Bulldog security monitoring systems. The RFID and sensor monitoring products complement our existing BOSS product lines allowing our company to offer a complete one-stop shop to our customers for all their asset tracking, protection and security needs.

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We started the radio frequency design unit, on November 15, 2004, by hiring a team of engineers with experience in radio frequency design and development, which was located in Boulder, Colorado. In June 2005, we made a business decision to consolidate and relocate our assets in our Boulder, Colorado office to our main facility in British Columbia, Canada. Our analysis concluded that the business benefits would include substantial reduction in operating expenses arising from consolidation of activities. In addition, our radio frequency engineers would be strategically located at our British Columbia facility which facilitates a more cohesive integration and added functionality to our existing security offerings. We entered into a mutual termination agreement with Goliath Solutions LLC which involves Goliath engaging the employees we employed in our Boulder location and assuming the lease of the office premises in Boulder. We believe that it is in the best interest of our company to centralize our assets and human resources in one location for more effective control and monitoring of the radio frequency design and development activity and to reduce operating costs.

General - Explanation of Comparative Periods

We acquired Bulldog BC and Bulldog Nevada effective on November 10, 2003. The acquisition was accounted for using the purchase method of accounting as applicable to reverse acquisitions because the former stockholders of Bulldog BC and Bulldog Nevada controlled approximately 51% of our common stock immediately upon conclusion of the transaction (including the private placement completed in connection with this transaction) and the continuing business is that of Bulldog BC and Bulldog Nevada. Under reverse acquisition accounting, the post-acquisition entity is accounted for as a re-capitalization of Bulldog BC and Bulldog Nevada.

Accordingly, the historical financial statements and financial information presented in this quarterly report prior to the share exchange are those of Bulldog BC and Bulldog Nevada.

PLAN OF OPERATION AND CASH REQUIREMENTS

We anticipate that we will expend approximately $4.59 million on our BOSS^TM product business during the twelvemonth period ending November 30, 2006 to secure initial product orders, build market channels, support customer trials, complete independent product evaluations, recruit senior engineers and marketing staff, conduct continued research and development on our new products, launch a marketing program, ramp up our manufacturing capabilities, and purchase plant and machinery. The estimated expenditures are in tandem with our business plan to generate sales of our products in the United States, Mexico and Latin America. These expenditures are broken down as follows:

Estimated Expenditures Required During the Twelve Month Period

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Convertible Notes

As a result of the completion of the private placement of convertible notes and share purchase warrants on September 2, 2005, we raised gross proceeds of $2,100,000 for business operations. Net proceeds received from the private placement (after deducting placement agent fees) were $1,974,000. In addition, we incurred legal and accounting expenses of $90,550 related to the issuance. We issued an aggregate of 958,868 share purchase warrants which are exercisable at $1.25 per share for a period of five years.

The proceeds of the convertible notes have been allocated to the notes, warrants and beneficial conversion option in accordance with EITF 00-27, "Application of Issue No. 98-5 to Certain Convertible Instruments". Accordingly, $447,735 was allocated to the notes and $836,045 was allocated to the embedded conversion option and $816,300 was allocated to the detachable warrants. The issuance cost of the convertible notes amounted to $387,957 (inclusive of the fair value related to 166,415 warrants issued to the placement agent of $171,407, the agent fees paid in cash of $126,000 and the legal and accounting expenses of $90,550) is recognized as deferred financing costs and is amortized on a straight-line basis over the term of debt. The portion of the debt related to the share purchase warrants is presented in our consolidated financial statements as a liability pursuant to United States generally accepted accounting principles as a result of our continuing obligation to keep effective the current registration statement covering the shares issuable upon the exercise of the warrants. The liability is being remeasured on each balance sheet date with adjustment charged to the consolidated statements of operations. The liability recognized for these share purchase warrants (as determined by the Black-Scholes option pricing model) in our consolidated financial statements at November 30, 2005 was $1,283,924.

Common shares

On April 13, 2004, we completed the private placement of 2,219,611 shares of our common stock, and Series A and Series B share purchase warrants to purchase up to 1,664,708 shares of our common stock, for aggregate gross proceeds of $4,994,125. Net proceeds received from the private placement (after deducting placement agent fees) were $4,694,468. The 554,902 Series A share purchase warrants are exercisable at $3.50 per share for a period of five years, and the 1,109,806 Series B share purchase warrants were exercisable at $2.25 per share until February 5, 2005. The Series B share purchase warrants have expired. In September 2005, the company reduced the exercise price of the Series A warrants to $1.25. On December 7, 2005 an investor exercised the Series A warrants to purchase 12,500 shares of our common stock for gross proceeds of $15,625. The portion of the private placement representing value (as determined by the Black-Scholes option pricing model) attributable to the share purchase warrants is presented in our consolidated financial statements as a liability pursuant to United States generally accepted accounting principles as a result of our continuing obligation, for a period of two years, to keep current the registration statement covering the shares issuable upon exercise of the warrants. The liability recognized in our consolidated financial statements at November 30, 2005 was $710,275.

Sales and Marketing

We are targeting four major primary markets: (i) retail, (ii) pharmaceutical, (iii) high technology, and (iv) government. We are focused on selling our products to the manufacturers of goods in three of those commercial markets. Government sales will be handled on a direct basis. Currently, we are working on business opportunities in the United States of America, Latin America and Canada. We are promoting our products through multiple channels, namely industry trade shows, distributors, security consultants and our own sales team. We currently have distributors covering markets in the United States of America, Latin America and the Middle East, and anticipate engaging new distributors, resellers and sales agents. We have made significant inroads into the market in Mexico through the appointment of a Value Added Reseller in Mexico. There has been significant interest in our products especially for the RoadBoss which will be able to ease the flow of containers through the borders between Mexico and the United States.

As at January 2006, we have orders for 556 units of MiniBoss from five customers. We are currently negotiating with several potential customers for the sale of our MiniBoss products for a pilot programme. We are recruiting more sales personnel in the United States to address our customers' needs. We anticipate that we will expend approximately $640,000 during the twelve-month period ending November 30, 2006 on sales and marketing activities such as trade shows, conducting pilot projects, advertising and other marketing activities.

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Research and Development

We have begun to commercialize our two main products, namely the MiniBoss and the RoadBoss. At the same time we are also improving the product features and components with the intention of upgrading their performance. We are expending a significant amount of resources in developing our own proprietary AVL software and radio frequency design. We are planning to continue our research and development on the following new products:

• Commercial Vehicle/Cargo tracking. We have completed the integration of the global positioning system (GPS) protocol into our existing security systems, but the global positioning system (GPS) is currently only available on Sprint's North American network. We are also working with various GSM based Assisted global positioning system (GPS) capabilities as well. GSM is the globally deployed cellular technology, and by completing this technology development, we will open global markets to our products, as well as continue to reduce cost and improve functionality.
• Automated Vehicle Location, (AVL) software. We have completed the integration of our new global positioning system (GPS) devices into its proprietary security and asset management application, and we will continue to improve the functionality of this software offering as well.
• Asset management products. We have commenced the commercial deployment of our integrated long range radio frequency identification products, and will continue the research and development effort to support emerging wireless communication standards, such as Zigbee which will allow our security systems to be operationally combined with asset management systems with the view to providing increased functionality and a better return on investment model.
• Tanker Security System. We are planning on continuing additional functionality development on our tanker security system, which allows for the monitoring of liquids transported in industrial tanker trucks.
• Sensor Monitoring Products. We have leveraged our design competencies in radio frequency identification with the standardization of Zigbee to create asset monitoring tags which can give our customers the ability to monitor asset location, temperature, and other valuable sensor information with our monitoring infrastructure.

We anticipate expending approximately $500,000 during the twelve-month period ending November 30, 2006 on research and development activities on our BOSS product line.

Manufacturing and Engineering

We expect to spend $300,000 in the next twelve-month period ending November 30, 2006 on materials, moulds and engineering services in ramping up the manufacturing process and in improving our engineering capabilities. We will incur costs in the development and commercialization of our new products namely the Mini BOSS^TM, Road BOSS^TM and Tanker BOSS^TM.

We are currently tooling up for the RB 600 which is expected to be in production in the third quarter of this financial year.

General and Administrative Expenses

We expect to spend $700,000 during the twelve-month period ending November 30, 2006 on general and administrative expenses including legal and auditing fees, insurance, investor relations, rent, office equipment and other administrative related expenses. These expenses relate to operating costs of our offices in Richmond, British Columbia and Bellingham, Washington. Our office in Bellingham provides technical support for provisioning our products onto the Sprint network for air-time services related to the MiniBoss. We have set up computer servers for the air-time services.

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We have incurred $46,000 in patent fees to protect our patents in 8 countries that we have or intend to have business interests. Our company has been granted a patent in the United States, and has filed an international application claiming priority from the United States patent with the International Bureau of the World Intellectual Property Organization under the Patent Co-operation Treaty (PCT), for the invention of our continuous feedback security system for cargo containers. The PCT patent application is in good standing and is currently pending.

Capital Expenditure

We intend to invest $200,000 during the twelve-month period ending November 30, 2006 in laboratory and testing equipment, computer software, and manufacturing equipment.

Employees

We expect that we will spend $2.25 million in salaries during the twelve months ending November 30, 2006. Our company currently employs 35 employees. We are adequately staffed in operations and engineering but intend to increase our sales force in the United States to expand our customer base for our products.

Future Operations

We have incurred accumulated losses of approximately $8.13 million from inception on September 23, 1998 through November 30, 2005.

As noted above, the management of our company projects that we require approximately $4.59 million to fund our ongoing operating expenses, and working capital requirements for the twelve-month period ending November 30, 2006. As at November 30, 2005, we had cash and short-term investments of $1.11 million. As such we will require additional financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements until we achieve a positive operating cash flow generated through substantial sales. We anticipate that we will start generating revenues from the sale of BOSS^TM systems within the next six months, but we anticipate that we will be unable to generate sufficient sales revenues to meet our operating expenses during this period. We will require additional external financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements. We are in the process of raising funds of approximately $5.0 million through the issuance of equity or convertible debt. However, there can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Our ability to continue as a going concern and the continuation of our business is dependent upon successful and sufficient market acceptance of our current product offerings and any new product offerings that we may introduce, the continuing successful development of our products and related technologies, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors' report on the August 31, 2005 consolidated financial statements in our Form 10-KSB filed with the Securities and Exchange Commission on November 29, 2005. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

NEW ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS No. 123(R) would require our company to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. In addition, SFAS No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. For public entities that

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file as a small business issuer, SFAS No. 123(R) is effective for the first annual reporting period beginning after December 15, 2005.

In December 2004, FASB issued SFAS No. 153 to amend Opinion 29 by eliminating the exception for non-monetary exchanges of similar productive assets and replaces it with general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange is defined to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004.

Our company has not yet determined the effect of future implementation of these new standards on our consolidated financial statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared on a going concern basis. We have accumulated a deficit of approximately of $8.13 million from the inception of Bulldog Technologies (BC) to November 30, 2005. In the long-term, our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. We have historically satisfied our working capital needs primarily by issuing equity and debt securities. As at November 30, 2005, we had cash and short-term investments of $1.11 million. We are in the process of raising additional capital by issuing equity or debt securities for business operations. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Research and development

All costs pertaining to research and development are charged to expense as incurred.

Stock Compensation

Prior to recent financings, to conserve cash, we previously engaged in a number of transactions where we have used our common stock as consideration for services or in settlement of debt and payables. In such situations, the value attributable to the service or debts settlement is largely determined based on the quoted market price of our common stock around the respective agreement dates. To the extent we may offer stock to consultants at a discount to the quoted market price in settlement of debt, a loss is recognized in our Statement of Operations.

Stock Options

We apply Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for all stock option plans. Under APB Opinion 25, compensation cost has been recognized for stock options granted to employees when the option price is less than the market price of the underlying common stock on the date of grant.

SFAS No. 123, "Accounting for Stock-Based Compensation," and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and disclosure," requires our company to provide pro forma information regarding net income as if compensation cost for our stock option plans had been determined in accordance with the fair value based method prescribed in SFAS No. 123. To provide the required pro forma information, we estimate the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. We have elected to continue to account for stock based compensation to employees under APB No. 25.

We apply SFAS No. 123 in valuing options granted to consultants and estimate the fair value of such options using the Black-Scholes option-pricing model. The fair value is recorded as consulting expense as services are provided.

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Options granted to consultants for which vesting is contingent based on future performance are measured at their then current fair value at each period end, until vested.

The Black-Scholes calculation uses assumptions and estimates, the determination of which is subject to management's judgment. Such assumptions upon which the calculation is based are disclosed in the notes to our consolidated financial statements.

Warrants issued with Registration Rights

We issued warrants subject to registration rights as part of our 2005 and 2004 private placements of convertible notes and shares in our common stock, respectively. In accordance with Emerging Issues Task Force Issue ("EITF") 00-19, the value attributable to such warrants are to be presented as a liability on our balance sheet until the earlier of the date the subject warrants are exercised, expired or the date which is two years following the effective date of the respective registration statements covering the 2005 and 2004 private placements.

We value the warrants using the Black-Scholes pricing model based on expected fair value at the issuance date. On a quarterly basis, the warrants are revalued with the resultant change in value being reflected as a gain or loss on our statement of operations. At November 30, 2005, the value recorded on our consolidated balance sheet in respect of the warrants was $1,994,199. Upon exercise or cancellation of the warrants, a pro rata amount of the liability will be reclassified to equity at the Black-Scholes value on that date.

As discussed above, the Black-Scholes calculation uses assumptions and estimates, the determination of which is subject to management's judgment. Such assumptions upon which the calculation is based are disclosed in the notes to our consolidated financial statements.

The valuation of the warrants and stock options is calculated using the Black Scholes option pricing model which is sensitive to the volatility and market price of the shares. The variables used in the Black Scholes option pricing model as at November 30, 2005 are the risk free rate: 4.40%; volatility: 186%; dividend rate : 0%; and expected life of 5 years. As the exercise price of most of the warrants is above the prevailing market price of common stock, the value of the warrants today would in all likelihood decrease from the fair value based on assumptions as at November 30, 2005.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost. Depreciation is computed over the estimated useful life using the straight-line and declining-balance methods. Long-lived assets used by our company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We continuously evaluate the recoverability of our long-lived assets based on estimated future cash flows and the estimated fair value of such long-lived assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived asset.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in

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any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Our new business operations will be subject to a number of risks and uncertainties, including those set forth below:

We have had negative cash flows from operations. Our business operations may fail if our actual cash requirements exceed our estimates, and we are not able to obtain further financing.

Our company has had negative cash flows from operations as we have not yet generated any significant revenues. To date, we have incurred significant expenses in product development and administration in order to ready our products for market. Our business plan calls for additional significant expenses necessary to bring our Bulldog Online Security Systems to market. We have estimated that we will require approximately $4.59 to carry out our business plan during the twelve month period ending November 30, 2006. As at November 30, 2005, we had cash and short-term investments of $1.11 million. Our company is in the process of raising further equity or debt financing to expand our business activities, although we have not identified any sources of such financing. However, there is no assurance that actual cash requirements will not exceed our estimates, in which case we will require additional financing to bring our products into commercial operation, finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow. In particular, additional capital may be required in the event that:

• we incur unexpected costs in completing the development of our technology or encounter any unexpected technical or other difficulties;
• we incur delays and additional expenses as a result of technology failure;
• we are unable to create a substantial market for our product and services; or
• we incur any significant unanticipated expenses.

We may not be able to obtain additional equity or debt financing on acceptable terms if and when we need it. Even if financing is available it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results, and compete effectively. More importantly, if we are unable to raise further financing when required, our continued operations may have to be scaled down or even ceased and our ability to generate revenues would be negatively affected.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products, implement our marketing plans and continue our current operations. If the stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations and as a result we may be forced to scale down or even cease our operations.

If we issue additional shares in the future this may result in dilution to our existing stockholders.

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such

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shares to acquire one or more businesses or to obtain additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.

There is a high risk of business failure due to the fact that we have not commenced significant commercial operations.

Although we are in the initial stages of production of the Bulldog Online Security Systems, there is no assurance that we will be able to successfully develop sales of our systems. Thus we have no way of evaluating whether we will be able to operate the business successfully, and there is no assurance that we will be able to achieve profitable operations.

Potential investors should be aware of the difficulties normally encountered in developing and commercializing new industrial products and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the commercialization process that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to development, manufacture and financing of the Bulldog Online Security Systems products. If we are unsuccessful in addressing these risks, our business will most likely fail.

We have a history of losses and negative cash flows, which is likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of sales.

From inception through November 30, 2005, we have incurred aggregate net losses of $8,131,964, including a loss incurred for the three month period ended November 30, 2005 of $1,937,361 and for the year ended August 31, 2005 of $3,586,447. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as market acceptance of our products, the unpredictability of when customers will order products, the size of customers' orders, the demand for our products, and the level of competition and general economic conditions.

To date, we have not yet generated any significant revenues. All revenues recognized so far are derived from incidental consulting services. We ceased our consulting services upon the closure of our office in Boulder, Colorado. Although we anticipate that we will be able to start generating revenues from the sales of our products during the next 12 months, we also expect an increase in development and operating costs. Consequently, we expect to incur operating losses and net cash outflow unless and until our existing products, and/or any new products that we may develop, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors' report on the August 31, 2005 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Unless we can establish significant sales of our current products, our potential revenues may be significantly reduced.

Our future revenue will be derived from the sale of our BOSS^TM security products. The successful introduction and broad market acceptance of our BOSS^TM products - as well as the development, introduction and market acceptance of any future enhancements - are, therefore, critical to our future success and our ability to generate revenues. Unfortunately, there can be no assurance that we will be successful in marketing our current product offerings, or any new product offerings, applications or enhancements. Failure to achieve broad market acceptance of our security products, as a result of competition, technological change, or otherwise, would significantly harm our business.

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Substantially all our assets and all of our directors and officers are located outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Substantially all of our assets are held by our subsidiary, Bulldog Technologies (BC), a company incorporated in British Columbia, Canada. Consequently, most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal securities laws against our directors or officers.

We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

There are companies offering products which may compete directly with Bulldog Online Security Systems, and it is anticipated that larger, better-financed companies will develop products similar or superior to the Bulldog Online Security Systems. Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary technology incorporated in our online security system. Our company has been granted a patent in the United States, and has filed an international application claiming priority from the United States patent with the International Bureau of the World Intellectual Property Organization under the Patent Co-operation Treaty (PCT), for the invention of our continuous feedback security system for cargo containers. The PCT patent application is in good standing and is currently pending. We also own the domain name www.bulldog-tech.com. We have not taken any other action to protect our proprietary technology and proprietary computer software. If any of our competitors copies or otherwise gains access to our proprietary technology or software or develops similar technologies independently, we would not be able to compete as effectively.

We also consider our trademarks invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand. We are planning to register the trademarks "Bulldog Technologies", "Road BOSS" and "Yard BOSS" in Canada and in the United States.

These and any other measures that we may take to protect our intellectual property rights, which presently are based upon a combination of copyright, trade secret and trademark laws, may not be adequate to prevent their unauthorised use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding any rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our service marks or require us to make changes to our website or other of our technologies.

Our products may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology, evolving industry standards and customer demands. As a result, our products may quickly become obsolete and unmarketable. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and

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unmarketable, including ours. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products may not be favourably received. If we are not able to adapt our current products to technological advances or to develop and introduce new products, our business, financial condition and results of operations could be adversely affected.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization and sale of our products, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the National Association of Securities Dealers. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the company's operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the NASD (National Association of Securities Dealers Inc.) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Item 3.

Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being November 30, 2005. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our company's disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Part II - OTHER INFORMATION

Item 1.

Legal Proceedings.

Other than as set forth below, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

On June 21, 2001, Reliability Engineering Associates Limited commenced a lawsuit in the Supreme Court of British Columbia (Vancouver Registry No. S013516) against Bulldog Technologies (BC) Inc. claiming CDN$85,600 (for a design fee of CDN$80,000 plus goods and services tax), $12,198 (on account of delay costs), general damages, special damages, court ordered interest and costs for services performed pursuant to a written agreement dated for reference October 30, 2000. On October 17, 2001, Bulldog Technologies (BC) filed a Statement of Defence and Counterclaim. Bulldog Technologies (BC)'s defence alleges that the services were not performed or were performed negligently or inadequately and as a result no monies are owing to Reliability. We believe that there is no substantive merit to the claims made by Reliability and we intend to vigorously defend the action. Bulldog Technologies (BC)'s counterclaim alleges that since Reliability did not provide the services contracted for, it should return 200,000 shares that we issued to Reliability in advance towards payment. Accordingly, we are seeking an order that Reliability return 200,000 shares of our common stock or, alternatively, that the shares be cancelled; in the alternative, damages for breach of contract; costs and court ordered interest.

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On February 8, 2005, Reliability commenced a lawsuit in the Supreme Court of British Columbia (Vancouver Registry No. S050718) against our company claiming damages for conversion and punitive damages for failing to deliver the shares that form the subject matter of the lawsuit filed in the Supreme Court of British Columbia under Vancouver Registry No. S013516. We believe that there is no substantive merit to the claims made by Reliability and intend to vigorously defend the action.

We commenced an action in the Supreme Court of British Columbia (Vancouver Registry No. S042363) against Reidar Ostensen and Stargate Industries Ltd. We claim: (i) damages arising from the breach of an agreement made in or about February 2000 between Bulldog Technologies (Nevada) Inc. and Reidar Ostensen, whereby Reidar Ostensen promised, among other things, to provide certain services to Bulldog Technologies (Nevada), including but not limited to serving as an officer and director of Bulldog Technologies (Nevada), in exchange for receiving 150,000 shares of common stock of Bulldog Technologies (Nevada); (ii) conversion of certain property belonging to Bulldog Technologies (Nevada) by Reidar Ostensen to his own use; and (iii) defamation. A Statement of Defence and Counterclaim was filed on July 23, 2004. The Statement of Defence alleges that the defendants were entitled to the shares, along with other shares issued by Bulldog Technologies (Nevada) to Reidar Ostensen in the name of Roseg Management Ltd., and that representations were made by Bulldog Technologies (Nevada) that the defendants would be entitled to an exchange of their shares of Bulldog Technologies (Nevada) for shares of our company upon completion of the merger between Bulldog Technologies (Nevada) and our company and that the defendants consented to the merger in reliance of that representation. The Counterclaim of the defendants alleges that our company is in breach of the merger agreement and has caused loss and damage to the defendants. We filed a Statement of Defence to the Counterclaim on August 25, 2004. We believe that there is no substantive merit to the claims made by the defendants and we intend to vigorously defend the action.

In early May 2004, Ronald G. Cranfield put our company on notice that he is contemplating measures to enforce an oral agreement that he claims he has entered into with us. Mr. Cranfield is seeking the issuance to himself of 19,500 shares of our company's common stock, as well as distribution rights of our products in Japan and Korea. To date, we have not been served with a formal demand in writing. We are of the view that no agreement was ever entered into between our company and Mr. Cranfield.

On December 20, 2004, 635002 B.C. Ltd. commenced an action against our company in the Provincial Court of British Columbia (Small Claims Court), Richmond Registry File Number 204-18983. 635002 B.C. alleges breach of contract in connection with a Display Rental Agreement dated May 19, 2000 between Sign-O-Lite, Division of 32262 B.C. Ltd. and our company, which agreement was assigned by Sign-O-Lite to 635002 B.C. 635002 B.C. is suing for a total debt of $1,442.91. We filed a Reply to the Notice of Claim on January 4, 2005, as we believe that there is no substantive merit to the claim made by 635002 B.C. We intend to vigorously defend the action.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On November 24, 2005, we issued 212,264 shares of common stock to an investor upon the investor's conversion of $225,000 of a $250,000 6% convertible note. We issued the shares relying on section 3(a)(9) of the Securities Act of 1933.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

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Item 5.

Other Information.

None.

Item 6.

Exhibits

Exhibits required by Item 601 of Regulation S-B

Exhibit		Description
Number
2.1	(1)	Agreement and Plan of Merger dated October 28, 2003 between Northward Ventures Inc., Bulldog Technologies Inc., a Nevada corporation, Bulldog Acquisition Corp. and John Cockburn
2.2	(1)	Share Purchase Agreement dated October 28, 2003 between Northward Ventures Inc., Bulldog Technologies Inc., a British Columbia company, John Cockburn and the remaining shareholders of Bulldog Technologies Inc., a British Columbia company
3.1	(2)	Articles of Incorporation
3.2	(2)	Bylaws
3.3	(3)	Articles of Merger between Bulldog Acquisition Corp. and Northward Ventures, Inc.
10.1	(2)	Option Agreement dated July 29, 2002
10.2	(4)	Option amendment dated July 15, 2003
10.3	(5)	Export Finance Facility Agreement, dated July 10, 2001, between I Trade Finance Inc. and
		Bulldog Technologies Inc., a British Columbia company
10.4	(5)	Agreement, dated June 11, 2001, between Ronald Cranfield, Bulldog Technologies Inc., a  British Columbia company and John Cockburn
10.5	(5)	Addendum, dated December 11, 2001, to Agreement, dated June 11, 2001, between Ronald Cranfield, Bulldog Technologies Inc., a British Columbia company and John Cockburn
10.6	(5)	Subscription Agreement, dated November 7, 2003, between Antares Investment Ltd. and Northward Ventures, Inc.
10.7	(5)	Investor Registration Rights Agreement, dated November 7, 2003, between Antares Investment Ltd. and Northward Ventures, Inc.
10.8	(5)	Lease Agreement dated June 16, 2003, between Ace Fire Prevention Ltd. and Bulldog Technologies Inc., a British Columbia company
10.9	(3)	Director Services Agreement, dated November 17, 2003, between Bulldog Technologies Inc. and Boo Jock Chong
10.10	(3)	Director Services Agreement, dated November 17, 2003, between Bulldog Technologies Inc. and James McMillan
10.11	(3)	Employment Agreement, dated November 17, 2003 between Bulldog Technologies Inc. and Samuel Raich

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10.12	(3)	Employment Agreement, dated December 1, 2003, between Bulldog Technologies Inc. and Alexander Potter
10.13	(3)	Employment Agreement, dated December 24, 2003, between Bulldog Technologies Inc. and John Cockburn
10.14	(6)	Subscription Agreement, dated December 23, 2003, between Bulldog Technologies Inc. and Greg Burnett
10.15	(6)	Subscription Agreement, dated December 23, 2003, between Bulldog Technologies Inc. Raymond Irvine  and
10.16	(6)	Packet Data Terminal 100 Distribution Agreement, dated January 27, 2004 Bulldog Technologies Inc. and EMS Technologies Canada, Ltd.
10.17	(6)	Distribution Agreement, dated March 3, 2004 between Bulldog Technologies Inc. and Nettel S.A.
10.18	(7)	Distribution Agreement, dated March 20, 2004 between Bulldog Technologies Inc. and Energy Control Systems Corp.
10.19	(7)	Development Agreement, dated March 20, 2004 between Bulldog Technologies Inc. and Energy Control Systems Corp.
10.20	(7)	Form of Securities Purchase Agreement with the following:
		Alexandra Global Master Fund Ltd.
		Otape Investments LLC
		AS Capital Partners, LLC
		SRG Capital, LLC
		Spectra Capital Management, LLC
		Basso Equity Opportunity Holding Fund Ltd.
		Basso Multi-Strategy Holding Fund Ltd.
		Truk Opportunity Fund, LLC
		F. Berdon Co. LP
10.21	(7)	Form of Registration Rights Agreement with the following:
		Alexandra Global Master Fund Ltd.
		Otape Investments LLC
		AS Capital Partners, LLC
		SRG Capital, LLC
		Spectra Capital Management, LLC
		Basso Equity Opportunity Holding Fund Ltd.
		Basso Multi-Strategy Holding Fund Ltd.
		Truk Opportunity Fund, LLC
		F. Berdon Co. LP
10.22	(8)	Amendment Agreement No. 1 dated May 1, 2004 between Bulldog Technologies Inc. and John Cockburn
10.23	(8)	Employment Agreement dated May 1, 2004 with Matthew S.K. Yoon

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10.24	(8)	Assignment Agreement dated May 6, 2004 between Impact Capital Partners Limited, Pacificwave Partners Limited and Bulldog Technologies Inc.
10.25	(8)	Employment Agreement dated May 10, 2004 between Bulldog Technologies Inc. and Robin Wald
10.26	(8)	Release and Settlement Agreement dated May 28, 2004 with Jerzy Babkowski
10.27	(9)	Employment Agreement dated July 7, 2004 with James McMillan
10.28	(9)	Employment Agreement dated July 7, 2004 with Darrel Huskey
10.29	(9)	Employment Agreement dated July 14, 2004 with Pat Donohue
10.30	(9)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		Brett Millar	50,000
		Charles Miller	50,000
		Darrel Huskey	450,000
		Pat Donohue	300,000
10.31	(9)	Consulting Agreement dated July 23, 2004 with Aurelius Consulting Group, Inc.
10.32	(9)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		John Cockburn	825,000
		James McMillan	600,000
		Heetor Robin Wald	300,000
		Jan Roscovich	300,000
		Matthew Yoon	150,000
		Valery Krutov	180,000
		Volodmymyr Lyaskalo	75,000
		Sam Raich	180,000
10.33	(9)	Amendment Agreement dated August 1, 2004 with James McMillan
10.34	(9)	Amendment Agreement dated August 1, 2004 with Darrel Huskey
10.35	(9)	Amendment Agreement No. 2 dated August 1, 2004 with John Cockburn
10.36	(9)	Amendment Agreement dated August 1, 2004 with Matthew Yoon
10.37	(9)	Amendment Agreement dated August 8, 2004 with Pat Donohue
10.38	(9)	Commission Fee and Agency Agreement dated October 4, 2004 with Charles Hiltzheimer
10.39	(9)	Distribution Agreement dated September 27, 2004 with Metro One Loss Prevention Services Group (Investigation LP Division), Inc.
10.40	(9)	Distribution Agreement dated September 24, 2004 with Phase II Financial

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10.41	(9)	Employment Agreement dated October 28, 2004 with Mark Stoochnoff
10.42	(10)	Employment Agreement dated November 15, 2004 with Richard Booth
10.43	(10)	Employment Agreement dated November 15, 2004 with Gordon Hardman
10.44	(10)	Employment Agreement dated November 15, 2004 with Michael Carpenter
10.45	(10)	Employment Agreement dated November 15, 2004 with John Pyne
10.46	(10)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		Denis Beaudoin	300,000
		Richard Booth	300,000
		Gordon Hardman	300,000
		Michael Carpenter	300,000
		John Pyne	300,000
		Brett Millar	50,000
		Boo Jock Chong	50,000
		Alan Atkinson	300,000
		Jose Rueda	150,000
10.47	(10)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		Michael Molina	50,000
		Steven Flores	100,000
10.48	(11)	Engineering service agreement dated January 11, 2005 with Goliath Solutions, LLC
10.49	(11)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		Alexander Lashkov	80,000
		Robert Dierker	50,000
		Aaron Hei Ying Mak	100,000
		Renato Kwan	50,000
		Jessica Glass	30,000
		Jerald M. Quadros	60,000
		Mark Stoochnoff(1)	300,000
		Kristina Beach	20,000
10.50	(11)	Form of Stock Option and Subscription Agreement with the following:
		Name	Number of Options
		Laura Baun(1)	30,000
		Jon Garcia(1)	30,000
		Joe C. Martinez(1)	30,000
10.51	(11)	Stock option and subscription agreement dated March 14, 2005 with Armand Fortin

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10.52	(11)	Commission fee and Agency agreement dated March 31, 2005 with Armand Fortin
10.53	(11)	Option cancellation agreement dated April 4, 2005 with Jose Rueda
10.54	(12)	Termination agreement dated April 27, 2005 with James McMillan
10.55	(12)	Settlement agreement dated April 15, 2005 with Alexander Potter
10.56	(12)	Mutual Termination Agreement dated June 24, 2005 with Goliath Solutions LLC
10.57	(13)	Convertible Note and Warrant Purchase Agreement dated August 29, 2005, with Omicron Master Trust, Nite Capital, LP, RHP Master Fund, Ltd. and Iroquois Master Fund Ltd.
10.58	(13)	Form of Convertible Note
10.59	(13)	Form of Warrant Certificate
10.60	(14)	Stock Option Agreement with Bertrand Huchberger
10.61	(14)	Form of Stock Option Agreement with the following:
		Name	Number of Options
		Stephen Ware	60,000
		Michael Slocik	375,000
10.62	(14)	Form of Stock Option Agreement with the following:
		Name	Number of Options
		Joanne Beach	20,000
		Alex Chen	30,000
		Jose de Sequera	45,000
		Ron Dormiz	30,000
		Phil Evans	60,000
		Raymond Fung	30,000
		Kelly Legros	20,000
		Jose Rivero	80,000
		Charles Seaman	100,000
		Douglas Stevens	50,000
		Heather Thomson	60,000
		Jan Roscovich	400,000
10.63	(15)	Director Services Agreement dated December 6, 2005 with Scott H. Smith
10.64	(15)	Form of Stock Option Agreement with Scott H. Smith
10.65	(16)	Form of Stock Option Agreement with George Landis
21.1	*	Subsidiaries of Bulldog Technologies Inc.
		Bulldog Technologies (BC) Inc. (incorporated in British Columbia)
		Bulldog Technologies Mexico, S.A. DE C.V. (incorporated in Mexico)

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(31	)	302 Certifications
31.1	*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32	)	906 Certifications
32.1	*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*filed herewith
(1	)	Previously submitted with our Current Report on Form 8-K filed on November 4, 2003.
(2	)	Previously submitted with our Form SB-2 that was originally filed with the commission on September 28, 2002.
(3	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on January 21, 2004.
(4	)	Previously submitted with our Annual Report on Form 10-KSB filed on October 24, 2003.
(5	)	Previously submitted with our Current Report on Form 8-K filed on November 20, 2003, as amended on November 24, 2003.
(6	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on April 19, 2004.
(7	)	Previously submitted with our SB-2 Registration Statement filed on May 27, 2004.
(8	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on July 15, 2004.
(9	)	Previously submitted with our Annual Report on Form 10-KSB filed on November 29, 2004.
(10	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on January 14, 2005.
(11	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on April 15, 2005.
(12	)	Previously submitted with our Quarterly Report on Form 10-QSB filed on July 15, 2005.
(13	)	Previously submitted with our Current Report on Form 8-K filed on September 7, 2005.
(14	)	Previously submitted with our Current Report on Form 8-K filed on December 1, 2005.
(15	)	Previously submitted with our Current Report on Form 8-K filed on December 9, 2005.
(16	)	Previously submitted with our Current Report on Form 8-K filed on December 30, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

By:  /s/ John Cockburn John Cockburn, President and Chief Executive Officer (Principal Executive Officer) Date: January 23, 2006

By:  /s/ Matthew S.K. Yoon Matthew S.K. Yoon, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: January 23, 2006

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