**U.S.
      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 September 30, 2007.




** ̈
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**




*COMMISSION
      FILE NUMBER: 000-27879*





Marshall
      Holdings International, Inc.


(Name
      of
      small business issuer in its charter)





NEVADA
            88-0301278(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)2555
                EAST WASHBURN ROAD,NORTH
                LAS VEGAS, NEVADA
            89081(Address
                of principal executive offices)
            (Zip
                Code)





(702)
      317-2400


(Issuer's
      telephone number)







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




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of November 16, 2007, the issuer had
      4,902,357,320 shares of its common stock issued and outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x












TABLE
      OF
      CONTENTS





PART
                I - FINANCIAL INFORMATION
            1Item
                1.
            Financial
                Statements
            1Item
                2.
            Management's
                Discussion and Analysis or Plan of
                Operation
            2Item
                3.
            Controls
                and Procedures
            7PART
                II - OTHER INFORMATION.
            9Item
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            11Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            11Item
                5.
            Other
                Information
            11Item
                6.
            Exhibits
            12SIGNATURES
            12CERTIFICATIONS
                PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002CERTIFICATIONS
                PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




i
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            of Contents*




**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS.**




As
      used
      herein, the term "Company" refers to Marshall Holdings International, Inc.,
      a
      Nevada corporation, and its subsidiaries and predecessors unless otherwise
      indicated. Unaudited, interim, condensed, consolidated financial statements
      including a balance sheet for the Company as of the period September 30, 2007,
      and statements of operations, and statements of cash flows, for interim periods
      up to the date of such balance sheet and the comparable period of the preceding
      year are attached hereto as Pages F-1 through F-16 and are incorporated herein
      by this reference.




**BASIS
      OF PRESENTATION**




The
      accompanying consolidated interim unaudited financial statements are presented
      in accordance with accounting principles generally accepted in the United States
      of America for interim financial information and the instructions for Form
      10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do
      not
      include all of the information and footnotes required by accounting principles
      generally accepted in the United States of America for complete financial
      statements. The accompanying statements should be read in conjunction with
      the
      audited financial statements for the year ended December 31, 2006. In the
      opinion of management, all adjustments considered necessary in order to make
      the
      financial statements not misleading have been included. Operating results for
      the quarter and period ended September 30, 2007 are not necessarily indicative
      of results that may be expected for the year ended December 31, 2007. The
      financial statements are presented on the accrual basis.




**[THIS
      SPACE LEFT BLANK INTENTIONALLY]**


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            of Contents*





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




**FORWARD-LOOKING
      INFORMATION**




Much
      of
      the discussion in this Item is "forward looking." Actual operations and results
      may materially differ from present plans and projections due to changes in
      economic conditions, new business opportunities, changed business conditions,
      and other developments. Other factors that could cause results to differ
      materially are described in the Company's filings with the Securities and
      Exchange Commission.




There
      are
      several factors that could cause actual results or events to differ materially
      from those anticipated, and include, but are not limited to general economic,
      financial and business conditions, changes in and compliance with governmental
      laws and regulations, including various state and federal environmental
      regulations, the ability to obtain additional financing from outside investors
      and/or bank and mezzanine lenders and the ability to generate sufficient
      revenues to cover operating losses and position Marshall to achieve positive
      cash flow.




Readers
      are cautioned not to place undue reliance on the forward-looking statements
      contained herein, which speak only as of the date hereof. Management believes
      the information contained in this Form 10-QSB to be accurate as of the date
      hereof. Changes may occur after that date. Marshall will not update that
      information except as required by law in the normal course of its public
      disclosure practices.




Additionally,
      the following discussion regarding the Company's financial condition and results
      of operations should be read in conjunction with the financial statements and
      related notes contained in Item 1 of Part I of this Form 10-QSB, as well as
      the
      financial statements in Item 7 of Part II of the Company's Form 10-KSB for
      the
      fiscal year ended, December 31, 2006.




**MANAGEMENT'S
      PLAN OF OPERATIONS AND DESCRIPTION OF BUSINESS**




**GENERAL**




The
      Company was originally incorporated in the State of Nevada on May 26, 1993.
      The
      Company markets and distributes various nutritional and/or health and skin
      care
      products. The products which the Company sells are intended to provide
      nutritional supplementation to the users; the products are not intended to
      diagnose, treat, cure or prevent any disease.




The
      Company has acquired the business operations and assets of Marshall
      Distributing, (“Marshall’s”), a wholesale distribution company that has been in
      business since 1974. Marshall’s distributes natural products to retail stores
      around the country as well as providing natural products for drop ship and
      internet fulfillment utilizing state of the art
      technology.  Marshall’s provides a significant marketing and
      distribution channel for natural products. It also allows the company to expand
      its product offering exponentially from over one hundred and fifty natural
      product manufacturers. The Distribution facility is capable of servicing
      customers world wide and provides many opportunities and capacity for
      growth.




**CURRENT
      BUSINESS PLAN**




Marshall
      Holdings International, Inc. is a public trading company that acquires or
      creates companies that have potential to grow in revenue to provide an
      opportunity in the field of Distribution of products or services that enhance
      the lives of individuals through modern technology.




The
      Company's current purpose is to seek, investigate and, if such investigation
      warrants, acquire an interest in business opportunities presented to the Company
      by persons or firms who or which desire to seek the perceived advantages of
      a
      corporation which is registered under the Securities Exchange Act of 1934,
      as
      amended. The Company does not restrict its search to any specific business;
      industry or geographical location and may participate in a business venture
      of
      virtually any kind or nature.




The
      Company may seek a business opportunity with entities which have recently
      commenced operations, or which wish to utilize the public marketplace in order
      to raise additional capital in order to expand into new products or markets,
      to
      develop a new product or service or for other corporate purposes. The Company
      may acquire assets and establish wholly owned subsidiaries in various businesses
      or acquire existing businesses as subsidiaries. The company will continue to
      seek out potential merger candidates, acquisitions or business opportunities
      that enable expansion of market channels for distribution and sales of product
      to benefit and enhance the lives of individuals around the world.





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            of Contents*




As
      part
      of the Company's investigation of potential merger candidates, the Company's
      officers and directors will meet personally with management and key personnel,
      may visit and inspect material facilities, obtain independent analysis or
      verification of certain information provided, check references of management
      and
      key personnel and take other reasonable investigative measures, to the extent
      of
      the Company's financial resources and management expertise. The manner in which
      the Company participates in an opportunity will depend on the nature of the
      opportunity, the respective needs and desires of the Company and other parties,
      the management of the opportunity, the Company's relative negotiation strength
      and that of the other management.




The
      Company intends to concentrate on identifying preliminary prospective business
      opportunities that may be brought to the Company's attention through present
      associations of its officers and directors, or by stockholders. In analyzing
      prospective business opportunities, the Company will consider such matters
      as
      the available technical, financial and managerial resources; working capital
      and
      other financial requirements; history of operations, if any; prospects for
      the
      future; nature of present and expected competition; the quality and experience
      of management services which may be available and the depth of that management;
      the potential for further research, development or exploration; specific risk
      factors not now foreseeable but which then may be anticipated to impact the
      Company's proposed activities; the potential for growth or expansion; the
      potential for profit; the perceived public recognition or acceptance of
      products, services or trades; name identification; and other relevant
      factors.





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            of Contents*




The
      Company's officers and directors will meet personally with management and key
      personnel of the business opportunity as part of the investigation. The Company
      will not acquire or merge with any company for which audited financial
      statements cannot be obtained within a reasonable period of time after closing
      of the proposed transaction, as required by the Exchange Act.




The
      Company will not restrict its search to any specific kind of firms, but may
      acquire a venture which is in its preliminary or development stage, which is
      already in operation, or which is in essentially any stage of its corporate
      life. It is impossible to predict at this time the status of any business in
      which the Company may become engaged, in that such business may need to seek
      additional capital, may desire to have its shares publicly traded or may seek
      other perceived advantages which the Company may offer.




The
      Company will continue to seek out opportunities for its existing operating
      entities including but not limited to, product and equipment sourcing for sales
      with a focus on market penetration throughout the world. The Company will
      continue to seek out and retain highly talented individuals that can manage
      day
      to day operations and facilitate growth of the company through professional
      management services. These highly talented individuals may be consultants or
      employees depending upon the needs of the company.




**RESULTS
      OF OPERATIONS**




**CONTINUING
      OPERATIONS**




**Third
      Quarter Costs and Changes in Financial Conditions**




The
      balance of current assets at December 31, 2006 was approximately $2,968,000
      compared to a balance of $5,209,000 at September 30, 2007, an increase of $
      2,241,000. The balance of current liabilities was $10,031,000 and $11,335,000
      respectively, for the same periods, an increase of $1,304,000. The resulting
      current ratio at December 31, 2006 was 0.30 to 1. The current ratio at September
      30, 2007 is 0.46 to 1. The current ratio indicates that the Company's ability
      to
      pay the Company's obligations has improved since December 31, 2006.




**REVENUE
      & OPERATING EXPENSES**




**THREE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER
      30,
      2006**




Total
      sales were at approximately $455,000 for the three months ended September 30,
      2007 compared to $1,638,000 for the prior period a year earlier, a decrease
      of
      over 72%. This decrease was a primary result of the lack of operating capital
      which resulted in lack of inventory and the inability to fill
      orders.




The
      Company's gross profit for the three months ended September 30, 2007 compared
      to
      2006 decreased to $194,000 from 1,123,000. Gross profit as a percentage of
      sales
      decreased to 43% in 2007 from 69% in 2006. This is a result of lower margins
      in
      the wholesale distribution business and not having the purchasing power as
      a
      result of the constraints in operating cash flow.




Total
      operating expenses (selling, general and administrative expenses) for the three
      months ended September  30, 2007 compared to 2006 decreased by
      $187,000 to $711,000 from $898,000 in the prior period. This was primarily
      due
      to a significant decrease in the variables costs associated with sales in
      addition increased efficiencies in operations of the Company during the
      period.




Loss
      from
      operations for the three months ended September 30, 2007 decreased to a loss
      of
      $ (616,000) from a loss of $(691,000) compared to the same period 2006, an
      increase of $ 75,000. The Company's decrease in the operating loss was primarily
      the result of decreases in selling, general and administrative expenses for
      the
      period. Sales will need to increase substantially in the future periods in
      order
      for the company to cover the Company's operating needs.





4
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            of Contents*




Interest
      expense for the three months ended September 30, 2007 was $160,000 as compared
      to the same period in 2006 of $110,000, up $50,000. The interest expense
      increased as a result of additional debt to incurred to cover the operating
      needs of the company.




Net
      loss decreased $131,000 from a loss
      of $(842,000) to a loss of $ (711,000) for the three months ended September
      30,
      2007 and 2006 respectively. This net decrease is primarily attributable to
      the
      decrease in Selling, general and administrative expenses for the
      period.




**NINE
      MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
      30,
      2006**




Total
      sales were at approximately $4,937,000 for the nine months ended September
      30,
      2007 compared to $1,998,000 for the prior period a year earlier, an increase
      of
      over 147%. This increase was a primary result of the acquired operations of
      Marshall Distributing wholesale natural products distributor and continued
      efforts of management to seek out opportunities to provide value for a broad
      customer base.




The
      Company's gross profit for the nine months ended September 30, 2007 compared
      to
      2006 increased to $3,503,000 from $1,422,000. Gross profit as a percentage
      of
      sales remained unchanged at 71% for both 2007 and 2006. It should be noted
      that
      the typical margins in the wholesale distribution of natural products are
      significantly lower than the 71% recognized and that through sales and service
      contracts of Marshall Corporate Administration the margins have remained high
      in
      the first three quarters of 2007.




Total
      operating expenses (selling, general and administrative expenses) for the nine
      months ended September 30, 2007 compared to 2006 decreased by $1,837,000 to
      $3,121,000 from $4,958,000 in the prior period. This was primarily due to a
      significant decrease in services paid with stock issuances for professional
      fees
      of the Company during the period.




Income
      from operations for the nine months ended September 30, 2007 increased to an
      income of $ 382,000 from a loss of $(3,536,000) compared to the same period
      2006, an increase of $ 3,154,000. The Company's increase in the operating income
      was primarily the result of the increase in gross profit from the acquisition
      of
      Marshall Distributing operations adding contribution margin to help service
      the
      general and administrative expenses of the company. Sales will need to continue
      at this rate in order for the company to cover the Company's operating
      needs.




Interest
      expense for the nine months ended September 30, 2007 was $358,000 as compared
      to
      the same period in 2006 of $144,000, up $214,000. The interest expense increased
      as a result of the acquisition of Marshall Distributing assets and
      operations.




Net
      income increased $4,163,000 from a
      loss of $(3,880,000) to an income of $ 283,000 for the nine months ended
      September 30, 2007 and 2006 respectively. This net increase is primarily
      attributable to the increase in sales and the decrease of professional services
      paid with stock.




**LIQUIDITY
      AND CAPITAL RESOURCES**




Marshall's
      working capital needs and capital expenditure requirements have increased as
      a
      result of increased cost associated with hiring outside consultants. Required
      working capital and capital expenditure requirements are expected to be met
      from
      cash flows from operations, potential future acquisitions, borrowings, and
      the
      sale of Marshall's equity securities. For interim period ended September
      30,  2007, Marshall's working capital decreased $1,669,000, or 141% to
      $(484,000) at September 30, 2007 from $1,186,000 at September 30, 2006. This
      decrease was primarily attributable to a reduction of inventory of Marshall
      Distributing and an increase in accounts payable.  For our purposes,
      we define working capital as Accounts Receivable plus Inventory less Accounts
      Payable.




For
      the
      interim period ended September 30, 2007, Marshall's operations used cash flow
      of
      $ 218,000 compared to net cash used of $1,665,000 for the period ending
      September 30, 2006, a decrease in cash used of $ 1,447,000.





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Marshall
      increased cash flow from investing activities in the amount of $14,500 for
      the
      period ending September 30, 2007, as compared to cash used by investing
      activities of $6,784,000 for the period ending September 30, 2006.




Marshall’s
      stockholders equity (deficiency) increased $1,018,000 to a positive stockholders
      equity of $1,147,000 for the second quarter of 2007 from $129,000 in
      2006.




Cash,
      cash equivalents and marketable securities totaled $2,756 at September 30,
      2007
      compared to $53,992 at September 30, 2006, a decrease of $51,236.




Management
      anticipates that its expansion strategy will require significant expenditures
      for investment purposes as well as increased general and administrative expenses
      primarily due to the hiring of additional personnel and advertising expenses
      related to operations. These expenditures are expected to be funded by revenues
      from operations. The Company continues selling equity securities to fund
      expansion activities. Selling, general and administrative expenses are also
      expected to increase in future periods due to the increased legal and accounting
      expenses incurred by the Company in order to establish and maintain its
      reporting status with the Securities and Exchange Commission. In addition,
      the
      Company intends to pursue, as part of its business strategy, future growth
      through acquisitions which may involve the expenditure of significant funds.
      Depending upon the nature, size and timing of future acquisitions, the Company
      may be required to obtain additional debt or equity financing in connection
      with
      such future acquisitions. There can be no assurance, however, that additional
      financing will be available to the Company, when and if needed, on acceptable
      terms or at all. Management believes that future cash flow from operations
      and
      equity sales will be sufficient to fund these expenditures.




Marshall
      relied heavily on the issuance of its common stock to pay consultants and other
      professionals pursuant to Form S-8 registration statements during 2006 and
      2007.
      As a result of such issuances management initiated reverse stock splits, one
      in
      the first quarter of 2005 for 500 to 1 and one in the fourth quarter of 2006
      for
      1,000 to 1. In 2003 an Employee Stock Incentive Plan (ESIP) was set up and
      through stock issues to the public, Marshall raised $237,000 in 2005 and $0
      in
      2006 in cash to provide the vehicle to finance activities. Based upon Marshall's
      current financial situation and intention of procuring and marketing new
      products, it is likely that Marshall may rely on the issuance of its shares
      to
      pay consultants and other professionals during 2007.




**CRITICAL
      ACCOUNTING POLICIES**




The
      preparation of the Company's consolidated financial statements in conformity
      with accounting principles generally accepted in the United States requires
      the
      Company to make estimates and judgments that affect the Company's reported
      assets, liabilities, revenues, and expenses, and the disclosure of contingent
      assets and liabilities. The Company bases its estimates and judgments on
      historical experience and on various other assumptions believed to be reasonable
      under the circumstances. Future events, however, may differ markedly from
      current expectations and assumptions. While there are a number of significant
      accounting policies affecting the consolidated financial statements, the Company
      believes the following critical accounting policy involves the most complex,
      difficult and subjective estimates and judgments.





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            of Contents*




**STOCK-BASED
      COMPENSATION**




In
      December 2004, the FASB issued SFAS No. 123R – Share –Based Payment. This
      statement applies to all awards after the required effective date and to awards
      modified, repurchased, or cancelled after that date. The effective date for
      public entities that file as small business issuers is as of the beginning
      of
      the first interim or annual reporting period that begins after December 15,
      2005.




This
      statement requires that the cost resulting from all share-based payment
      transactions be recognized in the financial statements. This statement
      establishes fair value as the measurement objective in accounting for share
      based payment arrangements and requires all entities to apply a fair value
      based
      measurement method in accounting for share-based payment transactions with
      employees except for equity instruments held by employee ownership
      plans.




The
      Company has appropriately adopted SFAS No.123R and applies the principles and
      guidance therein by recognizing all share based compensation in the financial
      statements using the fair market value at the grant date to determine the
      expense associated with the services rendered.




**RECENT
      ACCOUNTING PRONOUNCEMENTS**




The
      Company adopted SFAS No. 142. Under the new rules, the Company will no longer
      amortize goodwill and other intangible assets with indefinite lives, but such
      assets will be subject to periodic testing for impairment. On an annual basis,
      and when there is reason to suspect that their values have been diminished
      or
      impaired, these assets must be tested for impairment, and write-downs to be
      included in results from operations may be necessary. SFAS No. 142 also requires
      us to complete a transitional goodwill impairment test six months from the
      date
      of adoption. Based upon the information at the Company's disposal, Management
      elected not to adjust the value of goodwill after making the annual
      review.




Any
      goodwill impairment loss recognized as a result of the transitional goodwill
      impairment test will be recorded as a cumulative effect of a change in
      accounting principle no later than the end of fiscal year 2002. The adoption
      of
      SFAS No. 142 had no material impact on the consolidated financial statements.
      SFAS No. 143 establishes accounting standards for the recognition and
      measurement of an asset retirement obligation and its associated asset
      retirement cost. It also provides accounting guidance for legal obligations
      associated with the retirement of tangible long-lived assets. SFAS No. 143
      is
      effective in fiscal years beginning after June 15, 2002, with early adoption
      permitted. The Company expects that the provisions of SFAS No. 143 will not
      have
      a material impact on the consolidated results of operations and financial
      position. We adopted SFAS No. 143 effective January 1, 2005.




SFAS
      No.
      144 establishes a single accounting model for the impairment or disposal of
      long-lived assets, including discontinued operations. SFAS No. 144 superseded
      Statement of Financial Accounting Standards No. 121, "Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
      (SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations
      -
      Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
      Unusual and Infrequently Occurring Events and Transactions." The Company adopted
      SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
      material impact on the consolidated financial statements.




In
      April
      2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No.
      4,
      44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
      This
      Statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from
      Extinguishment of Debt," and an amendment of that Statement, FASB Statement
      No.
      64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and
      FASB
      Statement No. 44, "Accounting for Intangible Assets of Motor Carriers." This
      Statement amends FASB Statement No. 13, "Accounting for Leases," to eliminate
      an
      inconsistency between the required accounting for sale-leaseback transactions
      and the required accounting for certain lease modifications that have economic
      effects that are similar to sale-leaseback transactions. The Company does not
      expect the adoption to have a material impact to the financial position or
      results of operations.




In
      June
      2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with
      Exit or Disposal Activities." This statement addresses financial accounting
      and
      reporting for costs associated with exit or disposal activities and nullifies
      Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
      Certain Employee Termination Benefits and Other Costs to Exit an Activity
      (including Certain Costs Incurred in a Restructuring)." The provisions of this
      statement are effective for exit or disposal activities that are initiated
      after
      December 31, 2002, with early application encouraged. The Company does not
      expect the adoption to have a material impact to the financial position or
      results of operations.




In
      October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
      Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
      Interpretation No. 9," which removes acquisitions of financial institutions
      from
      the scope of both Statement 72 and Interpretation 9 and requires that those
      transactions be accounted for in accordance with Statements No. 141, Business
      Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
      this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal
      of
      Long-Lived Assets, to include in its scope long-term customer-relationship
      intangible assets of financial institutions such as depositor and
      borrower-relationship intangible assets and credit cardholder intangible assets.
      The requirements relating to acquisitions of financial institutions are
      effective for acquisitions for which the date of acquisition is on or after
      October 1, 2002. The provisions related to accounting for the impairment or
      disposal of certain long-term customer-relationship intangible assets are
      effective on October 1, 2002. The adoption of this statement did not have a
      material impact to the financial position or results of operations as the
      Company has not engaged in either of these activities.





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In
      December 2004, the FASB issued SFAS No. 123R – Share –Based Payment. This
      statement applies to all awards after the required effective date and to awards
      modified, repurchased, or cancelled after that date. The effective date for
      public entities that file as small business issuers is as of the beginning
      of
      the first interim or annual reporting period that begins after December 15,
      2005.  This statement requires that the cost resulting from all
      share-based payment transactions be recognized in the financial statements.
      This
      statement establishes fair value as the measurement objective in accounting
      for
      share based payment arrangements and requires all entities to apply a fair
      value
      based measurement method in accounting for share-based payment transactions
      with
      employees except for equity instruments held by employee ownership
      plans.




In
      January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable
      Interest Entities." Interpretation 46 changes the criteria by which one company
      includes another entity in its consolidated financial statements. Previously,
      the criteria were based on control through voting interest. Interpretation
      46
      requires a variable interest entity to be consolidated by a company if that
      company is subject to a majority of the risk of loss from the variable interest
      entity's activities or entitled to receive a majority of the entity's residual
      returns or both. A company that consolidates a variable interest entity is
      called the primary beneficiary of that entity. The consolidation requirements
      of
      Interpretation 46 apply immediately to variable interest entities created after
      January 31, 2003. The consolidation requirements apply to older entities in
      the
      first fiscal year or interim period beginning after June 15, 2003. Certain
      of
      the disclosure requirements apply in all financial statements issued after
      January 31, 2003, regardless of when the variable interest entity was
      established. We do not expect the adoption to have a material impact to our
      financial position or results of operations.




Accounting
      Standards (SFAS) No. 149, Amendment of Statement No. 133 on Derivative
      Instruments and Hedging Activities. SFAS 149 amends SFAS No. 133 to provide
      clarification on the financial accounting and reporting of derivative
      instruments and hedging activities and requires that contracts with similar
      characteristics be accounted for on a comparable basis. The provisions of SFAS
      149 are effective for contracts entered into or modified after June 30, 2003,
      and for hedging relationships designated after June 30, 2003. The adoption
      of
      SFAS 149 did not have a material impact on the results of operations or
      financial position.




In
      May
      2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
      with Characteristics of Both Liabilities and Equity. SFAS 150 establishes
      standards on the classification and measurement of certain financial instruments
      with characteristics of both liabilities and equity. The provisions of SFAS
      150
      are effective for financial instruments entered into or modified after May
      31,
      2003 and to all other instruments that exist as of the beginning of the first
      interim financial reporting period beginning after June 15, 2003. The adoption
      of SFAS 150 did not have a material impact on the results of operations or
      financial position.





8
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            of Contents*




**OFF-BALANCE
      SHEET ARRANGEMENTS**




The
      Company does not have any off-balance sheet arrangements.




**ITEM
      3. CONTROLS AND PROCEDURES.**




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by Marshall in the reports
      that
      are filed or submitted under the Exchange Act are 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 by Marshall in the reports that are filed
      under the Exchange Act are accumulated and communicated to management, including
      the principal executive and financial officers, as appropriate to allow timely
      decisions regarding required disclosure.




Evaluation
      of disclosure and controls and procedures. As of the end of the period
      covered by this Quarterly report, Marshall conducted an evaluation, under the
      supervision and with the participation of the chief executive officer and chief
      financial officer, of the disclosure controls and procedures (as defined in
      Rules 13a-15(e) of the Exchange Act). Based on this evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that Marshall’s
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by Marshall in reports that are filed or submitted
      under the Exchange Act are recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms.




Changes
      in internal controls over financial reporting. There was no change in
      Marshall internal controls, which are included within disclosure controls and
      procedures, during the most recently completed fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, Marshall
      internal controls.  The Chief Financial Officer changed from Richard
      A. Bailey to Jamie Plante in 2006.  Mr. Plante accepted the
      position/title in addition to his responsibilities with Marshall Distributing,
      Inc.




9
 *Table
            of Contents*





**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**




Reference
      is made to Item 3 of the Company's Annual Report on Form 10-KSB for the fiscal
      year ended December 31, 2006, filed with the Commission on April 16,
      2007.




A
      creditor of the Company, Allergy Research group / Nutricology filed in the
      District Court of Clark County, Nevada an action against the Company on an
      unpaid open account for goods and merchandise, Case No. A-487334, in the amount
      of $168,000. The Company contested the amount claimed and has made payment
      toward the uncontested amount while negotiations with the plaintiff continued.
      The Company offered to pay, through counsel, the sum of $50,000 with a payment
      of $10,000 upon acceptance of the offer and $5,000 per month until paid. The
      offer was accepted and paid in full.




A
      settlement was made with the Maryland Attorney General on the investigation
      regarding a change in position by the Bureaus of Consumer Protection of Nevada
      and Maryland dealing with a now discontinued product the Company previously
      sold
      to the public. On May 4, 2006, Assurance of Voluntary Compliance documents
      were
      signed. On June 14, 2006 final judicial approval was received on the signed
      documents. This includes a Civil Penalty of $100,000 and restitution to
      consumers of $25,000. If the amount paid to consumers for claims is less than
      $25,000, the Civil Penalty will be increased to the difference between $25,000
      and the amount paid in restitution. The Civil Penalty is payable in monthly
      installments of $5,000. The restitution paid was $9,164.85, so the additional
      Civil Penalty is $15,835.15. The total unpaid Civil Penalty as of September
      30,
      2007 is $65,835.15.  Due to the limited cash available, several of the
      payments have not been made, however, arrangements have been made to continue
      the payments by Dec 1st , 2007
      that will
      mitigate any additional legal action.




As
      of
      September 18, 2006, Management finalized negotiations, initiated in 2003, with
      the Internal Revenue Service ("IRS") to settle past taxes due. An agreement
      was
      reached that the compromise previously submitted to the IRS was withdrawn on
      July 24, 2006.  The offer deposit of $250,000 was to be credited as
      the initial installment payment.  A second installment payment of
      $75,000 was paid within 90 days of the agreement acceptance date, September
      18,
      2006.  Payments of $50,000 per month began in the fourth month after
      the acceptance date and are to continue each month until the liability is paid
      in full, approximately 10 months.  The payments are due by the 20th day of
      the month.
      The company is behind in making these payments due to the lack of cash and
      has
      been in contact making arrangements to extend the payment terms.




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




During
      the fiscal quarter ended March 31, 2007, Marshall sold 5,000,000 common shares
      in a private transaction not involving a public offering. The 5,000,000 shares
      bear a legend restricting their disposition.  No common shares were
      sold in the fiscal quarter ended June 30, 2007. During the third quarter ending
      September 30, 2007, Marshall sold 300,000,000 common shares in a private
      transaction not involving a public offering. The 300,000,000 shares bear a
      legend restricting their disposition.





DATE
            NAME
            LOCATION
            #
                SHARES
            CONSIDERATION3/15/2007
            Joel
                Boodoosingh
            USA
            5,000,000
            $      50,0008/21/2007
            Jacob
                Canceli
            USA
            300,000,000
            $      30,000







The
      use
      of the proceeds from the sale of our securities were for general working capital
      needs and the repayment of debt.




The
      shares were issued in reliance upon an exemption from registration pursuant
      to
      Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated
      under
      the Securities Act. The investor took his securities for investment purposes
      without a view to distribution and had access to information concerning us
      and
      our business prospects, as required by the Securities Act. In addition, there
      was no general solicitation or advertising for the purchase of our shares.
      Our
      securities were sold only to an accredited investor, as defined in the
      Securities Act with whom we had a direct personal preexisting relationship,
      and
      after a thorough discussion. Finally, our stock transfer agent has been
      instructed not to transfer any of such shares, unless such shares are registered
      for resale or there is an exemption with respect to their transfer.




The
      purchaser was provided with access to our filings with the SEC, including the
      following:




-
      Our
      annual report to stockholders for the most recent fiscal year, the definitive
      proxy statement filed in connection with that annual report, and, if requested
      by the purchaser in writing, a copy of our most recent Form 10-KSB under the
      Exchange Act.




-
      The
      information contained in an annual report on Form 10-KSB under the Exchange
      Act.





10
 *Table
            of Contents*




-
      The
      information contained in any reports or documents required to be filed by Charys
      under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the
      distribution or filing of the reports specified above.




-
      A brief
      description of the securities being offered, the use of the proceeds from the
      offering, and any material changes in Charys' affairs that are not disclosed
      in
      the documents furnished.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




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




None.




**ITEM
      5. OTHER INFORMATION.**




None.




11
 *Table
            of Contents*




ITEM  6.     EXHIBITS.





EXHIBIT
            
            IDENTIFICATION
                OF EXHIBITNO.
            
            agreements
                attached listed here31.1*
            
            Certification
                of Richard A. Bailey, Chief Executive Officer of Marshall Holdings
                International, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant
                to Sec.302 of the Sarbanes-Oxley Act of 2002.31.2*
            
            Certification
                of W. Jamie Plante, Chief Financial Officer of Marshall Holdings
                International, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant
                to Sec.302 of the Sarbanes-Oxley Act of 2002.32.1*
            
            Certification
                of Richard A. Bailey, Chief Executive Officer of Marshall Holdings
                International, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant
                to Sec.906 of the Sarbanes-Oxley Act of 2002.32.2*
            
            Certification
                of W. Jamie Plante, Chief Financial Officer of Marshall Holdings
                International, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant
                to Sec.906 of the Sarbanes-Oxley Act of
                2002.








*
      Filed
      Herewith ** Previously Filed


**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.








Marshall
              Holdings International, Inc.Dated:
                November 19, 2007.By
            /s/
                Richard A. BaileyRichard
                A. Bailey, Chief Executive OfficerBy
            /s/
                W. Jamie PlanteW.
                Jamie Plante, Chief Financial
                Officer




12
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            of Contents*




MARSHALL
      HOLDINGS INTERNATIONAL, INC. AND SUBSIDIARIES





-
                CONTENTS -PAGE
                NUMBERFinancial
                Statements:Balance
                Sheet
            F-1Statement
                of Operations
            F-3Statement
                of Cash Flows
            F-4Notes
                to Financial Statements
            F-5




13
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            of Contents*




MARSHALL
                HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIESCONDENSED
                CONSOLIDATED BALANCE SHEETUNAUDITEDSeptember
                30,
            
            
            December
                31,2007
            
            
            2006ASSETSCURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            2,756
            
            
            $
            61,083Accounts
                Receivable Net Allowance of 14,133
            
            
            143,909
            
            
            
            193,071Inventories
            
            
            647,179
            
            
            
            991,337Notes
                Receivable
            
            
            4,395,375
            
            
            
            1,709,122Prepaids
            
            
            20,202
            
            
            
            12,962Total
                Current Assets
            
            
            5,209,421
            
            
            
            2,967,575PROPERTY
                & EQUIPMENTProperty
                and Equipment, at cost
            
            
            3,650,832
            
            
            
            3,627,972(Less)
                accumulated depreciation and amortization
            
            
            (563,760
            )
            
            
            (477,296
            )Total
                Property & Equipment
            
            
            3,087,072
            
            
            
            3,150,676OTHER
                ASSETSCustomer
                Lists
            
            
            500,000
            
            
            
            500,000Distributor
                Rights
            
            
            1,779,500
            
            
            
            1,779,500Websites
                and e-Commerce Channels
            
            
            1,750,000
            
            
            
            1,750,000Other
                Assets
            
            
            2,237,951
            
            
            
            2,286,016Total
                Other Assets
            
            
            6,267,451
            
            
            
            6,315,516Total
                Assets
            
            
            14,563,944
            
            
            
            12,433,767




**See
      Notes to the Financial Statements**





14
 *Table
            of Contents*




MARSHALL
                HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIESCONDENSED
                CONSOLIDATED BALANCE SHEETUNAUDITEDSeptember
                30,
            
            
            December
                31,2007
            
            
            2006LIABILITIESCURRENT
                LIABILITIES:Accounts
                payable:Trade
                Regular
            
            $
            1,274,567
            
            
            $
            806,977Accrued
                expenses:Payroll
                and employee benefits
            
            
            631,638
            
            
            
            402,105Payroll
                taxes
            
            
            266,257
            
            
            
            233,435Interest
            
            
            420,944
            
            
            
            420,944Other
            
            
            200,076
            
            
            
            213,503Notes
                Payable- Related Party
            
            
            381,808Stock
                Investors
            
            
            218,940
            
            
            
            149,000Current
                maturities of long-term debt
            
            
            7,940,994
            
            
            
            7,804,917Total
                current liabilities
            
            
            11,335,224
            
            
            
            10,030,881LONG-TERM
                DEBT
            
            
            2,081,324
            
            
            
            2,016,001Total
                Liabilities
            
            
            13,416,548
            
            
            
            12,046,882STOCKHOLDERS'
                EQUITYSeries
                A Preferred stock - $.001 par value;Authorized
                - 100,000,000 shares; Issued and outstanding at September 30, 2007
                and
                December 31,2006 28,915,125 and 32,972,125, respectively
            
            
            28,915
            
            
            
            32,972Series
                B Preferred stock - $.001 par value;Authorized
                at September 30,2007 and December 31,20061,000,000,000 and 100,000,000
                respectively; Issued and outstanding at September 30, 2007 and December
                31, 2006 185,000,000 and 185,000,000,respectively
            
            
            185,000
            
            
            
            185,000Common
                stock, - $.001 par valueAuthorized
                - 25,000,000,000 shares Issued and outstanding at September 30,2007
                and
                December 31, 2006 4,502,357,320 and 2,117,957,320
            
            
            4,502,357
            
            
            
            2,117,957Additional
                paid-in capital
            
            
            19,259,124
            
            
            
            21,162,117Accumulated
                (deficit)
            
            
            (22,828,000
            )
            
            
            (23,111,161
            )Net
                Stockholders' Equity
            
            
            1,147,396
            
            
            
            386,885Total
                Liabilities & Stockholders' Equity
            
            $
            14,563,944
            
            
            
            12,433,767




**See
      Notes to the Financial Statements**





15
 *Table
            of Contents*





MARSHALL
      HOLDINGS INTERNATIONAL, INC.AND SUBSIDIARIES


CONDENSED
      UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




Quarter
                Ended September 30, 2007
            
            
            
            Quarter
                Ended September 30, 2007
            
            
            
            9
                Months Ended September 30, 2007
            
            
            
            9
                Months Ended September 30, 2007SALES
            
            $
            454,649
            
            
            
            1,638,199
            
            
            
            4,937,353
            
            
            
            1,997,536COST
                OF SALES
            
            
            260,896
            
            
            
            515,477
            
            
            
            1,434,183
            
            
            
            575,765GROSS
                PROFIT
            
            
            193,753
            
            
            
            1,122,722
            
            
            
            3,503,170
            
            
            
            1,421,771SELLING,
                GENERAL AND ADMINISTRATIVE EXPENSES:Depreciation
                Expense
            
            
            33,297
            
            
            
            27,113
            
            
            
            97,169
            
            
            
            50,080Professional
                Services Not Classified Elsewhere
            
            
            53,796
            
            
            
            844,359
            
            
            
            548,495
            
            
            
            2,953,695Product
                Development
            
            
            11,128
            
            
            
            44,752
            
            
            
            63,549
            
            
            
            202,256All
                Other Selling, General and Administrative
            
            
            711,248
            
            
            
            897,707
            
            
            
            2,411,642
            
            
            
            1,751,902TOTAL
                SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
            
            
            809,469
            
            
            
            1,813,931
            
            
            
            3,120,855
            
            
            
            4,957,933INCOME
                (LOSS) FROM OPERATIONS
            
            
            (615,716
            )
            
            
            (691,209
            )
            
            
            382,315
            
            
            
            (3,536,162
            )OTHER
                INCOME (EXPENSE):Interest
                Income
            
            
            64,237
            
            
            
            161,423(Loss)
                On QDS Investment
            
            
            (200,000
            )(Loss)
                on Sale of Property
            
            
            (12,319
            )Interest
                Expense
            
            
            (159,735
            )
            
            
            (110,283
            )
            
            
            (358,950
            )
            
            
            (143,685
            )Other
                Income
            
            
            6
            
            
            
            (40,465
            )
            
            
            110,692TOTAL
                OTHER INCOME (EXPENSE):
            
            
            (95,492
            )
            
            
            (150,748
            )
            
            
            (99,154
            )
            
            
            (343,685
            )NET
                INCOME (LOSS) BEFORE MINORITY INTEREST
            
            
            (711,208
            )
            
            
            (841,957
            )
            
            
            283,161
            
            
            
            (3,879,847
            )MINORITY
                INTEREST
            
            
            -
            
            
            
            -NET
                INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX
            
            
            (711,208
            )
            
            
            (841,957
            )
            
            
            283,161
            
            
            
            (3,879,847
            )PROVISION
                FOR INCOME TAX(342,274
                less NOL Benefit 324,274)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
                INCOME (LOSS)
            
            $
            (711,208
            )
            
            
            (841,957
            )
            
            
            283,161
            
            
            
            (3,879,847
            )BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )BASIC
                & DILUTED WEIGHTED AVERAGE SHARES OF
            
            
            2,117,574,711
            
            
            
            12,671,901,940
            
            
            
            847,778,565
            
            
            
            8,678,182,797




**See
      Notes to the Financial Statements**





16
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            of Contents*




MARSHALL
      HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS





UNAUDITED
                9 Months Ended September 30, 2007
            
            
            9
                Months Ended September 30, 2006*CASH
                FLOW FROM OPERATING ACTIVITIES:*Net
                Income
            
            $
            283,161
            
            
            $
            (3,879,847
            )Adjustments
                to reconcile Net Income to net cash provided by operating
                activities:Stock
                Issued for Services
            
            
            397,350
            
            
            
            2,746,000Depreciation
            
            
            97,169
            
            
            
            50,080Changes
                in operating assets and liabilities:(Increase)
                Decrease in Accounts Receivable
            
            
            49,162
            
            
            
            (1,054,896
            )(Increase)
                Decrease in Inventory
            
            
            344,158
            
            
            
            (656,237
            )(Increase)
                Decrease in Other Current Assets
            
            
            (2,693,493
            )
            
            
            (43,278
            )Increase
                (Decrease) in Accounts Payable
            
            
            467,590
            
            
            
            721,227Increase
                in Other Current Liabilities
            
            
            836,753
            
            
            
            452,299Net
                cash (used)provided by operating activities
            
            
            (218,150
            )
            
            
            (1,664,652
            )*CASH
                FLOWS FROM INVESTING ACTIVITIES:*Net
                (Purchase)/Sale of Prop., Plant & Equipment
            
            
            (33,566
            )
            
            
            (2,750,842
            )(Increase)
                in Other Assets
            
            
            48,065
            
            
            
            (4,033,203
            )Net
                cash (used)provided by investing activities
            
            
            14,499
            
            
            
            (6,784,045
            )*CASH
                FLOWS FROM FINANCING ACTIVITIES*:Increase
                (Decrease) in Long Term Debt
            
            
            65,323
            
            
            
            8,309,384Stock
                Sales for Cash; Net
            
            
            80,000
            
            
            
            100,000Net
                cash provided (used)by financing activities
            
            
            145,323
            
            
            
            8,409,384Net
                cash Increase ((Decrease) for period
            
            
            (58,328
            )
            
            
            (39,313
            )Cash
                at beginning of period
            
            
            61,084
            
            
            
            93,305Cash
                at end of period
            
            $
            2,756
            
            
            $
            53,992




**See
      Notes to the Financial Statements**


17
 *Table
            of Contents*





**MARSHALL
      HOLDINGS INTERNATIONAL, INC.**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




September
      30, 2007 and December 31, 2006




**NOTE
      1 - ORGANIZATION, HISTORY AND BUSINESS ACTIVITY:**




The
      Company incorporated on May 26th, 1993 as a Nevada corporation under the name
      of
      Gateway Distributors, Ltd. It has subsequently changed its name to Marshall
      Holdings International, Inc.("the Company").




The
      Company is a distributor of vitamins, nutritional supplements, whole health
      foods and skin care products mainly in the United States of America and Canada,
      with some sales in Russia and Indonesia. Many of the formulas used in the
      products the Company sells and distributes are made from its own
      formulas.




On
      August
      15th, 2002, the Company purchased all of the operations and assets including
      formulas and trademark of Grandma Hammans Specialty Foods LLC. On June 4, 2003,
      the Company incorporated in Nevada Grandma Hammans Specialty Foods ("GH") and
      moved the operations, assets and liabilities related to this purchase into
      GH.




On
      December 31, 2002, the Company sold its ownership interest in TRSG Corporation
      ("TRSG") previously a majority owned subsidiary. TRSG is recognized in these
      consolidated financial statements to the point of sale, which is December 31,
      2002.




On
      December 31, 2002, the Company bought all of the assets and assumed a
      significant portion of the debts of TRSG. This transaction is reported on the
      purchase method of accounting using the carrying value on the books of TRSG
      as
      the cost basis on the books of the Company.




On
      January 7, 2003, the Company organized The Right Solution Gateway, a wholly
      owned subsidiary ("TRS Gateway"). All operations of the Company that were
      previously handled via TRSG were transferred into TRS Gateway.




On
      April
      30, 2004, Marshall formed a wholly owned subsidiary, Gateway Venture Holdings,
      Inc. ("GVH"). The Las Vegas property and fixed assets of Marshall are recorded
      in the financial statements of this subsidiary.




Also
      on
      April 30, 2004, Gateway formed a wholly owned subsidiary, Aspen Cove Resort
      Incorporated ("ACR") to run the operations of Aspen Cove Resort (formerly Beaver
      Dam Lodge) located in Panguitch Utah. The lodge had been purchased on April
      15,
      2004 and was listed as real estate in the financial statements of
      GVH.




On
      May
      30, 2004, an agreement was signed with Quality Distribution Services of Nevada
      to create a new corporation, Quality Distribution Services of Arizona, Inc
      (“QDS”).  QDS was incorporated in Nevada on June 7, 2004 and was 51%
      owned by Marshall. QDS was a wholesale beverage distributor in the Phoenix,
      Arizona area.  The corporation has since been revoked and not in
      business and as such, the remaining carrying value was written down and taken
      as
      a loss in the first quarter of 2006.




On
      November 30, 2004, Gateway formed a wholly owned subsidiary, Gateway Corporate
      Administration, Inc. On August 31, 2006 the name of the corporation was changed
      to Marshall Corporate Administration ("MCA"). The company is engaged in
      marketing and management services.




In
      December, 2004 Marshall moved its corporate office and warehouse location to
      3220 Pepper Lane, Las Vegas, Nevada 89120.




On
      December 21, 2004 the Company entered an Asset Purchase Agreement for 51% of
      Los
      Cabos Beverage, then owned by Blaine Wendtland (“Wendtland”).  The 51%
      interest in Loc Cabos Beverage and its assets were acquired by the Company
      in
      exchange for Wendtland receiving all rights to Grandma Hamman’s GHF product and
      Wendtland assuming and paying off the debts of $193,833 Grandma Hamman owed
      to
      Los Cabos Freedom Movement LLC and to Ed Wendtland.




On
      December 30, 2004, Marshall formed a 51% owned subsidiary, Los Cabos Beverage
      Inc ("Los Cabos") to handle the operations of the sale of private label
      water.





18
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            of Contents*







On
      February 28, 2005, the sales of Los Cabos did not meet expectations and the
      Company entered into an agreement with Blaine Wendtland wherein he assumed
      all
      ownership and obligations and the Company terminated its commitments and
      relationships with Los Cabos and Blaine Wendtland.




On
      June
      2, 2005, the Company sold its wholly owned subsidiary, Aspen Cove Resort
      Incorporated ("ACR"), in combination with selling the building and real estate
      of the resort. The gain was reported as Gain on Sale of Property under Other
      Income on the 2005 financials.




On
      September 30, 2005, the Company sold its property which housed the corporate
      offices and warehouse located at 3220 Pepper Lane, Las Vegas, Nevada 89120.
      The
      gain was reported as Gain on Sale of Property under Other Income on the 2005
      financials.




In
      March,
      2006 Gateway purchased warehouse property and moved its corporate warehouse
      location to 2555 East Washburn Road, North Las Vegas, Nevada
      89081.  The corporate offices are housed temporarily offsite, until
      the offices can be built out in the building.




On
      June
      30, 2006, The Company purchased all of the operations and assets of Marshall
      Distributing Company in Salt Lake City, UT. Marshall Distributing distributes
      over 150 different manufacturers lines and over 6,000 natural health
      products.




On
      August
      31, 2006, Marshall formed a wholly owned subsidiary Mountain West Holdings,
      Inc.
      to facilitate the website and e-commerce operations.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**




(a)-
      PRINCIPLES OF CONSOLIDATION




As
      of
      September 30, 2007, the Company has the following wholly owned
      subsidiaries:




- The
      Right
      Solution Gateway (multilevel marketing and retail sales)


-
                Marshall Distributing, Inc. formerly Grandma Hammans Specialty Foods,
                (wholesale distribution)


-
                Gateway Venture Holdings, Inc. (house and manage the real estate,
                vehicles
                and equipment of
                the    Company)


-
                Marshall Corporate Administration formerly Gateway Corporate
                Administration, Inc.  (Marketing
                and    Management)
              -
                Mountain West Holdings, Inc.  (website and e-commerce
                sales)




The
      Company has completed the acquisition of the business assets and operations
      of
      Marshall Distributing, LLC, a Utah limited liability company and a portion
      of
      EMS Business Development, Inc., a California corporation. These assets have
      been
      assigned to the previously inactive subsidiary Grandma Hammans Specialty Foods
      and the subsidiary has appropriately changed its name to Marshall Distributing,
      Inc. (“Marshall Dist”). The asset purchase includes the operations and warehouse
      facility.




The
      Company created a new subsidiary corporation, Mountain West Holdings, Inc.
      which
      includes some of the assets acquired from EMS Business Development, Inc. a
      California corporation. The operation includes website and e-commerce channels
      of distributions and retail sales.




The
      Company has utilized and appropriately changed the name of Gateway Corporate
      Administration to Marshall Corporate Administration (“MCA”). MCA is a marketing
      and management company that utilizes new technology and personnel to facilitate
      market penetration directly to the end consumer and to provide management
      services directly related to the facilitation of rapid growth.




The
      accompanying consolidated financial statements include the accounts of its
      subsidiaries. All significant intercompany balances and transactions have been
      eliminated.




(b)
      -
      CASH AND CASH EQUIVALENTS




For
      purposes of the statement of cash flows, cash equivalents include cash in banks
      and all highly liquid investments with original maturities of three months
      or
      less.





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(c)
      -
      ACCOUNTS RECEIVABLE




Management
      uses the allowance for bad debt method in accordance with the generally accepted
      accounting principles to account for bad debts.




(d)
      -
      RECEIVABLE ESIP STOCK PLAN




Stock
      sales through the Employee Stock Incentive Plan (ESIP) sold at year end are
      reported as a receivable rather than negative equity provided they are received
      within 60 days after year end. There were no funds due at September 30,
      2007.




(e)
      -
      INVENTORIES




Inventories,
      consisting primarily of nutritional, health, beauty products, and beverages,
      are
      stated at cost computed by the first-in, first-out (FIFO) method of
      accounting.




(f)
      -
      PROPERTY AND EQUIPMENT




Property
      and equipment are stated at cost. Major replacements and refurbishings are
      capitalized while replacements, maintenance and repairs which do not improve
      or
      extend the life of the respective assets are expensed.




(g)
      -
      DEPRECIATION AND AMORTIZATION




The
      Company provides for depreciation of property, plant and equipment principally
      by use of declining balance and straight-line methods for financial reporting
      purposes. Property and equipment are depreciated over the following estimated
      useful lives:





Property
                - Real Estate
            39
                yearsLeasehold
                improvements
            39
                yearsFurniture
                and fixtures
            5
                -
                7 yearsMachinery
                and equipment
            3
                -
                5 yearsTransportation
                equipment
            5
                -
                7 years




Depreciation
      expense for the quarters ended September 30, 2007 and 2006 were $97,169 and
      $50,080, respectively.




(h)
–
      INTANGIBLE ASSETS




Through
      the Company’s acquisition activities, intangible assets have been recorded in
      the financial statements. The Company performs annual impairment testing of
      its
      intangible assets under the provisions of statement of Financial Accounting
      Standards No. 142, using the expected present value technique as provided for
      by
      FASB Concepts Statement No. 7 “Using Cash Flow Information and Present Value In
      Accounting Measurements”.




(i)
–
      OTHER ASSETS




The
      amount in other assets is condensed and includes distributor rights, customer
      lists, website and e-commerce sites and programs, products pending production,
      formulas, and other various assets.




(j)
      -
      INCOME TAXES




The
      Company has adopted the provisions of statements of Financial Accounting
      Standards No. 109, "Accounting for Income Taxes," which incorporates the use
      of
      the asset and liability approach of accounting for income taxes. The asset
      and
      liability approach requires the recognition of deferred tax assets and
      liabilities for the expected future consequences of temporary differences
      between the financial reporting basis and the income tax basis of assets and
      liabilities.




(k)
      -
      FAIR VALUES OF FINANCIAL INSTRUMENTS




The
      carrying amounts of the Company's cash, accounts receivable, accounts payable
      and accrued expenses approximate fair value because of the short maturity of
      these items. Term debt secured by various properties have interest rates
      attached to them commensurate with the finance market at the time and management
      believes approximate fair values in the short as well as the long term. It
      is
      currently not practicable to estimate the fair value of the other debt
      obligations because these note agreements contain unique terms, conditions,
      covenants and restrictions which were negotiated at arm's length with the
      Company's lenders, and there is no readily determinable similar instrument
      on
      which to base an estimate of fair value. Accordingly, no computation or
      adjustment to fair value has been determined.





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(l)
      -COMPREHENSIVE INCOME




The
      Company has adopted SFAS No. 130 Reporting Comprehensive Income. The Company
      has
      no reportable differences between net income and comprehensive income, therefore
      a statement of comprehensive income has not been presented.




(m)
      -
      REVENUE RECOGNITION




Revenue
      is recognized in the period in which the products are shipped or services are
      performed.




(n)
      -
      EARNINGS (LOSS) PER SHARE




Basic
      and
      diluted earnings (loss) per share are computed on a weighted average of shares
      issued and outstanding through the year. The only common stock equivalents
      relate to outstanding stock options (which have been measured to have immaterial
      fair value at September 30, 2007 and 2006); as a result, the common stock
      equivalents would be anti-dilutive. Therefore, basic and diluted EPS are the
      same.




(o)
      -
      ADVERTISING COSTS.




The
      Company conducts non-direct response advertising for which the costs are
      expensed when incurred. Total advertising costs of $5,350 and $ 17,980 were
      incurred for the periods ended September 30, 2007 and 2006,
      respectively.




The
      Company has capitalized the advertising costs associated with the production
      of
      an infomercial and will begin amortizing those costs in the period in which
      the
      infomercial is first used. This is in accordance with the *Statement of
      Position 93-7 Reporting on Advertising Costs.*




(p)
      -
      RECLASSIFICATIONS




Certain
      amounts in 2006 have been reclassified and represented to conform to the current
      financial statement presentation.




(q)
      -
      USE OF ESTIMATES




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States 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 may differ from those estimates.




(r)
–
      CONCENTRATION RISK




The
      Company reports no significant concentrations.




(s)
      -
      OTHER RECENT ACCOUNTING PRONOUNCEMENTS




The
      Company does not expect that the adoption of other recent accounting
      pronouncements to have any material impact on its financial
      statements.




(t)
–
      BASIS OF PRESENTATION





The
      financial statements are prepared in accordance with the requirements for
      unaudited interim periods, and consequently do not include all disclosures
      required to be in conformity with accounting principles generally accepted
      in
      the United States of America.





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In
      the
      opinion of management, the accompanying financial statements contain all
      adjustments, consisting only of normal recurring accruals, necessary for a
      fair
      presentation of the Company’s financial position as of September 30, 2007 and
      the results of operations and cash flows for the nine months then
      ended.




**NOTE
      3 -RELATED PARTIES:**




The
      company owes Rick Bailey CEO and Flo Ternes COO for shareholder loans and
      accrued payroll for services rendered the amounts of $282,508 and $93,300
      respectively for a total of $381,808. These amounts have been properly reflected
      on the balance sheet and are a result of previous period
      activities.




The
      Company entered into an agreement December 12, 2003 with The Chelsea Collection
      Inc, a Nevada corporation ("Chelsea Collection") that was finalized on March
      15,
      2004 and later clarified on a few points on May 4, 2004. Chelsea Collection
      is
      majority owned by the officers. Chelsea Collection, in an agreement dated
      November 25, 2003, acquired among other things from GH3 and others all United
      States and Canada rights, trademarks, formulas and licenses of the GH3 skin
      care
      line. In the agreement the Company has with Chelsea Collection, the Company
      will
      have the opportunity to acquire the same skin care line from Chelsea Collection
      for virtually the same price and terms as Chelsea Collection is buying it from
      GH3. The terms of the agreement involves a purchase price of $4,000,000,
      payments are computed based on 15% of the gross sales less cost of goods sold
      with a minimum weekly payment of $10,000. Once the purchase price is paid,
      then
      a royalty of up to 15% of the gross sales less cost of goods sold steps into
      place and continues thereafter. The cost outlays have been charged to the
      statement of operations as a selling, general and administrative expense, which
      were $129,719 for the interim period of 2006 and $31,104 for the interim period
      ended September 30, 2007. No title or ownership passes to the Company or to
      Chelsea Collection until the November 25, 2003 agreement between Chelsea
      Collection and GH3 is satisfied, the payment of which is described in the prior
      paragraph. The Company has opted not to capitalize the purchase price.
      Therefore, all monies paid have been expensed. On September 29, 2006, The
      Chelsea Collection, Inc. changed its name to G-H-3 International, Inc
      (“GH3”).




The
      Company is responsible for all product research and development of the Chelsea
      Collection for current and future marketing as well as carrying inventory on
      all
      Marshall Holding’s products. An infomercial developed late in 2004 has been
      recorded as an asset under "Prepaid Advertising" in the amount of $230,573.
      This
      remained unchanged for the interim period ending September 30,
      2007.  An assessment will be made during the fourth quarter of 2007 to
      determine the viability of the infomercial and timing of
      deployment.




**NOTE
      4 – EQUITY**




**(a)
      EMPLOYEE STOCK INCENTIVE PLAN ("ESIP"):**




Since
      2003, the Company has filed with the Security and Exchange Commission ("SEC")
      several forms S-8 notifying of Employee Stock Incentive Plans ("ESIP") and
      its
      increases in stock approved to issue under such plans. No additional increases
      in stock have been submitted or approved to issue under such plans since August
      2004.




During
      January 1 through September 30, 2006 no stock was issued out of the ESIP
      plan.




During
      January1 through September 30, 2007 no stock was issued out of the ESIP plan.
      There are currently no shares issued and unsold under the ESIP
      plan.




**(b)
      NON-EMPLOYEE, DIRECTORS AND CONSULTANTS RETAINER STOCK PLANS
      ("RSP"):**




The
      Company continually seeks to improve its financial position by seeking investors
      in exchange for equity in the Company. The value assigned to the stock for
      these
      transactions will vary based on the market value of the stock or services
      performed at the time, whichever is more readily ascertainable.




Since
      2003, the Company has filed with the Security and Exchange Commission ("SEC")
      several forms S-8 notifying of Non-Employee Directors and Consultants Retainer
      Stock Plans ("RSP") and its increases in stock approved to issue under such
      plans. On July 27, 2006 a Form S-8, Non-Employee Consultants Retainer Stock
      Plan
      for the Year 2006, was submitted for 7,000,000,000 (7 billion)
      shares.




As
      of
      September 30, 2007, the total remaining unissued shares under the RSP plans
      are
      0.  All unissued shares were deregistered on May 25,
      2007.





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During
      January 1 through September 30, 2006, the Company issued 11,100,000,000 shares
      out of the RSP plan.




During
      January 1 through September 30, 2007 the company issued 22,400,000 shares out
      of
      the RSP plan.




**(c)
      AUTHORIZATION OF SERIES "B" PREFERRED STOCK AND ISSUANCE OF RESTRICTED PREFERRED
      "B" STOCK TO CONSULTANTS:**




On
      January 18, 2005, the Company authorized 100,000,000 shares of Series B
      Preferred Stock with a par value of 0.001 per share. Series B preferred stock
      is
      convertible to common stock on a one for one basis and has no voting
      rights.




On
      August
      29, 2006, the Company authorized an increase of Series B Preferred Stock with
      a
      par value of 0.001 per share to 1,000,000,000 shares.




During
      January 1 through September 30, 2006, the Company issued 170,000,000 shares
      of
      Series B preferred stock.




During
      January 1 through September 30, 2007 the company did not issue any shares of
      Series B preferred stock.




**(d)
      RESTRICTED STOCK ISSUED TO OFFICERS (RELATED PARTY
      TRANSACTIONS):**




During
      January 1 through September 30, 2006, the Company issued 20,000,000 restricted
      preferred A stock to officers.


During
      January 1 through June 30, 2007 the Company did not issue any restricted
      preferred A stock.  During June 2007, 57,000 shares of preferred A
      stock were converted to common stock.The
      company cancelled 2,000,000,000 shares of officers stock as a part of
      restructuring the officers holdings on June 4, 2007.




During
      August 2007, 4,000,000 shares of preferred A stock were converted into
      4,000,000,000 of common stock as noted below in common stock..




**(e)
      COMMON STOCK**




During
      January 1 through September 30, 2006, the company issued 11,100,000,000 shares
      out of the RSP plan for services rendered with a value of
      $2,725,000.





During
      January 1 through September 30, 2007, the company issued 22,400,000 shares
      out
      of the RSP plan for services rendered with a value of $397,350 and 5,000,000
      shares of R144 stock with a value of $50,000. The company cancelled
      2,000,000,000 shares of officers stock as a part of restructuring the officers
      holdings on June 4, 2007.


A
      Stock
      option was exercised that was from April of 2005 as a result there were
      300,000,000 shares of free trading stock issued in August of
      2007.  During August 2007, 4,000,000,000 shares of common stock were
      converted from preferred A stock.




**NOTE
      5 - OTHER ASSETS:**




Other
      Assets consist of costs incurred to develop an infomercial which is completed
      and ready for release. Amortization of this prepaid advertising will begin
      when
      the advertising campaigns begin, expected to be sometime in 2007 and will be
      amortized over an estimated useful life yet to be determined.




Other
      assets also include costs incurred to develop a new product line. These costs
      will not be recognized as inventory until a marketing plan has been developed
      and implemented. Management is of the opinion that the estimated fair value
      of
      product awaiting marketing exceeds the cost recognized on the Balance
      Sheet.




Other
      Assets also include Cal-Bay International Stock Held for Investment resulting
      from a real estate transaction in 2004.




**NOTE
      6 – DEFERRED INCOME TAXES**




The
      company has a significant income tax benefit that consists of a cumulative
      Net
      Operating Loss Carry forward in excess of $20,000,000. The company will not
      recognize the deferred tax asset of this benefit until it can provide evidence
      of sustained profitability as a result of its history of net operating losses
      in
      order to ascertain the viability of the deferred tax asset in accordance with
      FAS 109 paragraph 23.





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**NOTE
      7 - GOING CONCERN:**




There
      have been significant recurring losses and negative cash flows from operations,
      which have resulted in a working capital deficiency. In the event the Company
      is
      unable to raise additional operating capital, the aforementioned conditions
      raise substantial doubt about the Company's ability to continue as a going
      concern. The financial statements do not include any adjustments that might
      result from the occurrence of such conditions, and have been prepared assuming
      that the Company will continue as a going concern.




The
      Company plans to raise the working capital it needs through equity financing
      and
      other debt funding.




**NOTE
      8 - COMMITMENTS AND CONTINGENCIES:**




In
      the
      normal course of business the Company experienced a change in position by the
      Bureaus of Consumer Protection of Nevada and Maryland dealing with a now
      discontinued product the Company previously sold to the public. A settlement
      was
      made with the Maryland Attorney General on the investigation regarding a change
      in position by the Bureaus of Consumer Protection of Nevada and Maryland dealing
      with a now discontinued product the Company previously sold to the public.
      On
      May 4, 2006, Assurance of Voluntary Compliance documents were signed. This
      includes a Civil Penalty of $100,000 and restitution to consumers of $25,000.
      If
      the amount paid to consumers for claims is less than $25,000, the Civil Penalty
      will be increased to the difference between $25,000 and the amount paid in
      restitution. The Civil Penalty is payable in monthly installments of $5,000.
      The
      restitution paid was $9,164.85, so the additional Civil Penalty is
      $15,835.15.  The Company has accrued a liability as of December 31,
      2006 in the amount of $125,000 for the above contingency.  The total
      unpaid Civil Penalty as of September 30, 2007 is $65,835.15.  Due to
      the limited cash available, several of the payments have not been made, however,
      arrangements have been made to continue the payments by Dec 1st , 2007
      that will
      mitigate any additional legal action.




On
      January 11, 2001, the Company acquired approximately 76% of the outstanding
      shares of common stock of TRSG Corporation (“TRSG”). The Company sold its
      interests in TRSG as of December 31, 2002 for $15,000. At this time the Company
      also acquired all of the assets and accrued certain liabilities of TRSG. The
      creditors of TRSG continue to assert claims against the Company. Management
      is
      unable to estimate the possible loss exposure, but believes the ultimate losses
      would be minimal for the Company because the debts of TRSG paid by the Company
      are debts of TRSG and not the Company.




The
      Securities and Exchange Commission has filed complaints against Suburban Capital
      and the Company and its CEO. At this juncture, legal counsel is unable to
      predict what the possible outcome of these matters will be.




As
      of
      September 18, 2006, Management finalized negotiations, initiated in 2003, with
      the Internal Revenue Service ("IRS") to settle past taxes due. An agreement
      was
      reached that the compromise previously submitted to the IRS was withdrawn on
      July 24, 2006.  The offer deposit of $250,000 was to be credited as
      the initial installment payment.  A second installment payment of
      $75,000 was to be paid within 90 days of the agreement acceptance date,
      September 18, 2006.  Payments of $50,000 per month will begin in the
      fourth month after the acceptance date and will continue each month until the
      liability is paid in full, approximately 10 months.  The payments will
      be due by the 20th day of
      the month.
      The company has accrued a contingent liability for the above in the amounts
      of
      $594,057 and $537,336 for the quarters ended September 30, 2006 and 2007
      respectively. The company is behind in making these payments due to the lack
      of
      cash and has been in contact making arrangements to extend the payment
      terms.




There
      has
      been a breech of contract suit filed by Global Media Corp., a company located
      in
      New York City, that alleges that a single meeting held on January 28, 2004
      resulted in a series of agreements entered into by four entities for licensing
      and marketing of a hair removal product known as “Forever Gone”. Among those
      agreements, Plaintiff alleges that defendant Gateway Distributors, Ltd. agreed
      to pay $2,000,000 in Gateway stock for marketing and materials and services.
      Plaintiff thus claims that it assembled a team of consultants, provided
      materials, work, labor and services to defendant Gateway Distributors and that
      Gateway has failed to issue the stock. The plaintiff has not yet identified
      the
      so-called agreements, consultants, nominees and the work and materials allegedly
      delivered. The Plaintiff has confirmed that the so-called agreement with Gateway
      has never been reduced to writing. Rather, counsel represented that its claim
      of
      an agreement with Gateway is based upon a combination of verbal statements
      and
      miscellaneous albeit unidentified, writings.





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Gateway
      asserts that it did not receive the consulting services and materials and
      expects the suit to be dismissed and is contemplating a counter suit against
      Global Media Inc.




**NOTE
      9- SUBSEQUENT EVENTS:**




The
      Company arranged for debt financing in November of 2007 resulting in a Note
      Payable for $650,000 payable at 12% interest for six months. The Company to
      date
      has received $390,000 of the proceeds. The officers of the company pledged
      their
      preferred A series stock in the transaction.






25