Eco Depot, Inc (ECDPD) 10-Q Quarterly Report Wed May 21 2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 10-Q

______________

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

For the quarterly period ended March 31, 2008

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

For the transition period from ______________ to ______________

Commission File No. 000-50494

______________

Eco Depot, Inc.

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

______________

Nevada	57-1094726
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

15954 Jackson Creek Parkway Suite B Monument, Colorado	97520
(Address of principal executive offices)	(Zip Code)

(719) 495-7955

(Issuer’s telephone number)

Indicate by mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 14, 2007: 6,075,000 shares of common stock.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Information	1
Item 2.	Management’s Discussion and Analysis or Plan of Operation	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4T.	Controls and Procedures	10

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	11
Item 3.	Defaults Upon Senior Securities.	11
Item 4.	Submission of Matters to a Vote of Security Holders.	11
Item 5.	Other Information.	11
Item 6.	Exhibits and Reports of Form 8-K.	11

SIGNATURES		12

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ECO DEPOT, INC.

(A Development Stage Enterprise)

FINANCIAL REPORTS

March 31, 2008

(Unaudited)

ECO DEPOT, INC.

(A Development Stage Enterprise)

CONTENTS

BALANCE SHEETS	1

STATEMENTS OF OPERATIONS	2

STATEMENTS OF STOCKHOLDERS’ EQUITY	3

STATEMENTS OF CASH FLOWS	4

NOTES TO FINANCIAL STATEMENTS	5-7

ECO DEPOT, INC.

(A Development Stage Enterprise)

BALANCE SHEETS

	March 31, 2008			December 31, 2007
ASSETS	(unaudited)


CURRENT ASSETS
Cash	$	22,366		$	75,053
Other receivables		30,025			-
Total current assets	$	52,391		$	75,053

Total assets	$	52,391		$	75,053



LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	85,096		$	52,824
Due to related party		115,000			115,000
Total current liabilities	$	200,096		$	167,824




STOCKHOLDERS’ (DEFICIT)
Common stock, 75,000,000 shares authorized with $0.001 par value
Issued and outstanding
6,075,000 common shares at March 31, 2008 and December 31, 2007	$	6,075		$	6,075
Additional paid-in capital		23,675			23,675
Accumulated deficit during development stage		(177,455	)		(122,521	)

Total stockholders’ (deficit)	$	(148,705	)	$	(92,771	)

Total liabilities and stockholder’s (deficit)	$	52,391		$	75,053

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

ECO DEPOT, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended March 31, 2008			For the three months ended March 31, 2007			November 2, 2004 (inception) to March 31, 2008



GENERAL AND ADMINISTRATIVE EXPENSES	$	54,934		$	15,735		$	177,455

OPERATING LOSS	$	(54,934	)	$	(15,735	)	$	(177,455	)
NET LOSS FOR THE PERIOD	$	(54,934	)	$	(15,735	)	$	(177,455	)



BASIC LOSS PER COMMON SHARE	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6,075,000			6,075,000

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

ECO DEPOT, INC.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM NOVEMBER 2, 2004 (INCEPTION) TO MARCH 31, 2008

(unaudited)

	Common Stock
	Number of shares		Amount		Additional Paid In Capital		Deficit Accumulated During Development Stage			Total

Balance, inception November 2, 2004		-	$	-	$	-	$	-		$	-

Net loss, December 31, 2004		-		-		-		(766	)		(766	)

Balance, December 31, 2004		-		-		-		(766	)		(766	)

Common stock issued for cash at $0.001 per share
March 10, 2005		4,000,000		4,000		-		-			4,000

Common stock issued for cash at $0.01 per share
June 22, 2005		1,575,000		1,575		14,175		-			15,750

Net loss, December 31, 2005		-		-		-		(4,046	)		(4,046	)

Balance, December 31, 2005		5,575,000		5,575		14,175		(4,812	)		14,938

Common stock issued for cash at $0.02 per share		500,000		500		9,500		-			10,000
February 27, 2006

Net loss, December 31, 2006		-		-		-		(34,320	)		(34,320	)

Balance, December 31, 2006		6,075,000		6,075	$	23,675		(39,132	)		(9,382	)

Net loss, December 31, 2007		-		-		-		(83,389	)		(83,389	)

Balance, December 31, 2007		6,075,000		6,075		23,675		(122,521	)		(92,771	)

Net loss, March 31, 2008		-		-		-		(54,934	)		(54,934	)

Balance, March 31, 2008		6,075,000	$	6,075	$	23,675	$	(177,455	)	$	(147,705	)

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

ECO DEPOT, INC.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended March 31, 2008			For the three months ended March 31, 2007			November 2, 2004 (inception) to March 31, 2008


CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period	$	(54,934	)	$	(15,735	)	$	(177,455	)
Adjustment to reconcile net loss
to net cash from operating activities:
Other receivable		(30,025	)					(30,025	)
Accounts payable and accrued expenses		32,272			5,725			85,096

NET CASH USED IN OPERATING ACTIVITIES	$	(52,687	)	$	(10,010	)	$	(122,384	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock		-			-			29,750
Related party advances		-			-			115,000

NET CASH PROVIDED BY FINANCING ACTIVITIES	$	-		$	-		$	144,750

INCREASE (DECREASE) IN CASH	$	(52,687	)	$	(10,010	)	$	22,366

CASH, BEGINNING OF PERIOD		75,053			11,358			-

CASH, END OF PERIOD	$	22,366		$	1,348		$	22,366

Supplemental Information
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

ECO DEPOT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2008

(unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Nature of business

Eco Depot, Inc. (“Company”) was organized November 2, 2004 under the laws of the State of Washington. The Company currently has limited operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise.

The Company is in the business of developing an Internet e-commerce website that will sell a full line of environmentally friendly goods, energy efficient building and construction materials and sustainable home products. Eco Depot will not manufacture any equipment or goods, but will resell “green products” from various manufacturers.

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2007 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

A summary of the Company’s significant accounting policies is as follows:

Estimates

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

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2008 and December 31, 2007.

Revenue Recognition

The Company is engaged in the sale of environmentally friendly goods, etc. through a website on the internet. The Company recognizes the revenue at the time of shipping of the product when responsibility of the product is transferred to the purchaser and payment has been accepted or assured. The Company does not carry a physical inventory. Instead, the product sold is drop shipped directly from the supplier to the customer. In this capacity, the Company is acting as an agent for the supplier and under EITF 99-19 “Reporting Revenue Gross as a Principal versus Net as an Agent” recognizes transactions on the net basis.

Income taxes

Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 “Accounting for Income Taxes,” and clarified by FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred

ECO DEPOT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2008

(unaudited)

Income taxes (continued)

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Share Based Expenses

The Company follows Financial Accounting Standards Board (“FASB”) SFAS No. 123R “Share Based Payment.” This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities”, an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operation.

Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs which raises substantial doubt about its ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through the placement of our common stock in order to continue with the business plan. There can be no assurance that the Company will be successful in raising the capital it requires through the sale of its common stock in order to continue as a going concern.

Note 2. Stockholders’ Equity

Common stock

The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001. As at March 31, 2008, the Company has not granted any stock options or warrants and has not recorded any stock-based compensation.

On March 10, 2005, the Company authorized and issued 4,000,000 shares of $0.001 par value common stock at par in consideration of $4,000 in cash to the officer of the Company.

ECO DEPOT, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2008

(unaudited)

Note 2. Stockholders’ Equity (continued)

On June 22, 2005, the Company authorized and issued 1,575,000 common stock of the Company in consideration of $15,750 in cash to the officer of the Company.

On January 6, 2006, the Company approved a private placement of Common Stock in accordance with laws of the State of Washington. The placement was to sell through a purchase agreement up to 10,000,000 new shares at $0.02 per share and 1,575,000 shares of common stock to be sold by selling shareholders. The offering closed on April 6, 2006. The Company sold 500,000 shares for $10,000, issuing the shares to twenty-seven (27) shareholders in on February 27, 2006.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 6,075,000 for the three month period ended March 31, 2008 amd 2007. As of March 31, 2008 and 2007 the Company had no dilutive potential common shares.

Note 3. Income Taxes

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per Statement of Accounting Standard No. 109 – Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The net federal operating loss carry forward will expire in 2023 through 2027. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Note 4. Related Party Transactions

The Company neither owns nor leases any real or personal property. The officers of the corporation provide office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officer and director for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. The loss of the services of its officer or director may have a negative impact on the further development of the business.

As of March 31, 2008 and December 31, 2007, the Company owed a shareholder of the Company $115,000 for advances to the Company. The amounts payable are unsecured, non-interest bearing with no set terms of repayment.

Item 2. Management’s Discussion and Analysis or Plan of Operation

Plan of Operation

Forward-Looking Statements

The following discussion may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are intended to be covered by the safe harbors created by such provisions. These statements include the plans and objectives of management for future growth of the Company, including plans and objectives related to the consummation of acquisitions and future private and public issuances of the Company's equity and debt securities. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-QSB will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

The words “we,” “us” and “our” refer to the Company. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties, including but not limited to: (a) limited amount of resources devoted to achieving our business plan; (b) our failure to implement our business plan within the time period we originally planned to accomplish; (c) because we are seeking to merge with an operating business which has not yet been identified, you will be unable to determine whether we will ever become profitable; and (d) other risks that are discussed in this Form 10-QSB or included in our previous filings with the Securities and Exchange Commission.

Overview

Eco Depot, Inc. was incorporated on November 2, 2004. The Company's mailing address is 15954 Jackson Creek Parkway, Suite B, Monument, Colorado 80132. The telephone number of our principal executive office is (719) 495-7955. Eco Depot is a development stage company which had planned to sell a full line of environmentally friendly goods, specifically "green products" energy efficient building and construction materials, and sustainable home products. We will not manufacture any equipment or goods, but intend to resell environmentally friendly products from various manufacturers. The environmental industry as defined by Organization for Economic Co-operation and Development ("OECD") and Eurostat (1999) is comprised of three main sectors:

1.) Pollution Management;

2.) Resources Management;

3.) Cleaner Technologies and Products.

In general, the pollution management sector includes air pollution, waste water treatment, and waste management products, systems and services. Resource management sector includes potable water treatment and distribution, recycled material, renewable energy plants, and nature protection activities. Cleaner technologies and products sector generally includes efficient products that are designed to decrease material inputs, improve product quality, reduce energy consumption, minimize waste, reduce emission during use, or some combination of these.

No revenues have been generated to date and we expect limited revenues until we raise additional funds and therefore we will continue to operate on a reduced budget until such time. If we are unable to raise additional funds by fiscal year end 2008 we may have to limit our operations to an extent not presently determinable by management. In the short term, the Company’s management has verbally agreed to cover the costs for our operations until additional funds become available. Although we have no commitments for capital, other than verbal assurances from management we may raise additional funds through public offerings of equity, securities convertible into equity or debt, private offerings of securities or debt, or other sources.

To date we have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to pursue our plan of operations and commence generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. If we can not raise funds in the immediate future, we intend to cease the pursuit of our business plan and actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures.

Liquidity and Capital Resources

As of March 31, 2008, we had $22,366 of cash available in various attorney trust accounts. We have current liabilities of $200,096. Since inception (November 2, 2004), we have incurred total losses of $177,455 during the development stage of the corporation. If we are unable to develop a website and generate profits within the next three to six months we will be required to raise additional proceeds through the sale of common stock or the alternative borrow funds in order to continue as a going concern. Investors must be aware that management cannot provide any assurance that we will be able to raise sufficient funds via either of these means, if we are so required to do so.

Our general and administrative expenses are expected to average $15,000 per month for the next 12 months. As reflected in the accompanying financial statements, we are in the development stage with minimal operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

Off-Balance Sheet Arrangements

As of the date of this Annual Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Critical Accounting Policies

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Revenue Recognition

We are engaged in the sale of environmentally friendly goods, etc. through a website on the internet. We recognize the revenue at the time of shipping of the product when responsibility of the product is transferred to the purchaser and payment has been accepted or assured. We do not carry a physical inventory. Instead, the product sold is drop shipped directly from the supplier to the customer. In this capacity, we are acting as an agent for the supplier and under EITF 99-19 “ Reporting Revenue Gross as a Principal versus Net as an Agent” recognizes transactions on the net basis.

Product Research and Development

The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company has not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2007, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have formalized documentation related to our internal control policies and procedures; however, there are informal policies and procedures that cover the recording and reporting of financial transactions. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and was applicable to us for the year ending December 31, 2007. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. We do not have sufficient personnel working on our accounting functions to ensure we can timely file our quarterly and annual reports, as indicated by the filing of this annual report after the original due date after the extension period. Management evaluated the impact of our lack of internal accounting personnel to ensure we can timely file our required quarterly and annual reports and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

To remediate the material weaknesses in our disclosure controls and procedures identified above, we have hired a new Chief Financial Officer and continue to refine our internal procedures to begin to implement segregation of duties and to seek additional internal accounting personnel.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

At the end of fiscal year 2008, Section 404 of the Sarbanes-Oxley Act will require our management to provide an assessment of the effectiveness of our internal control over financial reporting, and at the end of fiscal year 2009, our independent registered public accountants will be required to audit management's assessment. We have not yet started the process of performing the system and process documentation, evaluation and testing required for management to make this assessment and for its independent registered public accountants to provide their attestation report. This process will require significant amounts of management time and resources. In the course of evaluation and testing, management may identify deficiencies that will need to be addressed and re-mediated.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports of Form 8-K

a) Exhibit Number

31.1	Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

b) Reports of Form 8-K

None

SIGNATURES

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