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 March 31, 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                  (I.R.S. Employer
      incorporation or organization)                 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 March 31, 2007, the
issuer had 2,145,357,320 shares of its common stock issued and outstanding.

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


<PAGE>

                                TABLE OF CONTENTS


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


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                         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 March 31,
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 March 31, 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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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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.


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<PAGE>
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.

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.

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

FIRST 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 $4,830,000 at March 31, 2007, an increase of
$1,862,000. The balance of current liabilities was $10,031,000 and $10,765,000
respectively, for the same periods, an increase of $735,000. The resulting
current ratio at December 31, 2006 was 0.29 to 1. The current ratio at March 31,
2007 is 0.45 to 1. The current ratio indicates that the Company's ability to pay
the Company's obligations has improved since December 31, 2006.


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REVENUE & OPERATING EXPENSES

THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
------------------------------------------------------------------------------
2006
----

Total net sales and revenues were at approximately $2,741,000 for the three
months ended March 31, 2007 compared to $203,000 for the prior period a year
earlier, an increase of over 1,240%. 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 three months ended March 31, 2007 compared to
2006 increased to $2,018,000 from $159,000. Gross profit as a percentage of
sales decreased to 74% in 2007 from 78% in 2006. This is a result of lower
margins in the wholesale distribution business.

Total operating expenses (selling, general and administrative expenses) for the
three months ended March 31, 2007 compared to 2006 decreased by $532,000 to
$1,390,000 from $1,922,000 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 three months ended March 31, 2007 increased to an
income of $ 628,000 from a loss of $(1,763,000) compared to the same period
2006, an increase of $ 2,391,000. 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.

Net interest expense for the three months ended March 31, 2007 was $121,000 as
compared to the same period in 2006 of $0, up $121,000. The interest expense
increased as a result of the acquisition of Marshall Distributing assets and
operations.

Net income increased $2,573,000 from a loss of $(1,922,000) to a gain of $
651,000 for the three months ended March 31, 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
quarter ended March 31, 2007, Marshall's working capital increased $25,000, or
16% to a positive $180,000 at March 31, 2007 from a positive $155,000 at March
31, 2006. This increase was primarily attributable to the acquisition of
Marshall Distributing that had a substantial amount in inventory. For our
purposes, we define working capital as Accounts Receivable plus Inventory less
Accounts Payable.

For the first quarter ended March 31, 2007, Marshall's operations used cash flow
of $ 41,000 compared to net cash used of $260,000 for the previous first quarter
of 2006, a decrease in cash used of $ 219,000.

Marshall had a cash flow provided by investing activities of $7,034 for the
first quarter of 2007, as compared to cash used by investing activities of
$1,240,000 for the first quarter of 2006.

Marshalls stockholders equity (deficiency) decreased $914,000 to a positive
stockholders equity of $1,485,000 for the first quarter of 2007 from $571,000 in
2006.

Cash, cash equivalents and marketable securities totaled $68,000 at March 31,
2007 compared to $11,000 at March 31, 2006, an increase of $57,000.


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Management anticipates that its expansion strategy will require significant
expenditures for the 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. The result of such issuances was reverse stock splits, one in the
first quarter of 2005 for 500 to 1 and one in the fourth quarter of 2006 for
1000 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 unlikely that Marshall will rely on the issuance of its shares
to pay consultants and other professionals for the remainder of 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.

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


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<PAGE>
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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<PAGE>
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.

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


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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.


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                           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 March 31, 2007
is $65,835.15.

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.

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.

       DATE       NAME            LOCATION  # SHARES   CONSIDERATION
     3/15/2007  Joel Boodoosingh  USA       5,000,000  $      50,000

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:


                                        9
<PAGE>
- 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.

- 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.

ITEM 6. EXHIBITS.


EXHIBIT
-------
  NO.                          IDENTIFICATION OF EXHIBIT
  --                           -------------------------

  31.1*   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


                                       10
<PAGE>
                                   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: May 21, 2007.
                                   By /s/ Richard A. Bailey
                                      ----------------------
                                      Richard A. Bailey, Chief Executive Officer


                                   By /s/ W. Jamie Plante
                                      --------------------
                                      W. Jamie Plante, Chief Financial Officer


                                       11
<PAGE>
<TABLE>
<CAPTION>
             MARSHALL HOLDINGS INTERNATIONAL, INC. AND SUBSIDIARIES

                                  - CONTENTS -


                                                        PAGE NUMBER
                                                        -----------
<S>                                                     <C>
Financial Statements:

   Balance Sheet                                            F-2

   Statement of Operations                                  F-4

   Statement of Stockholders - Equity                       F-5

   Statement of Cash Flows                                  F-6

   Notes to Financial Statements                            F-7
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
              MARSHALL HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                    (CONDENSED, INTERIM FINANCIAL STATEMENTS)

                                                     March 31,     March 31,
                                                        2007         2006
                                                    ------------  -----------
<S>                                                 <C>           <C>
                          ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                         $    68,155   $    1,032
  Accounts Receivable Net Allowance of 13,575           214,367       23,756
  Inventories                                           997,181      351,279
  Due From Chelsea Collection                                 -       90,000
  Notes Receivable                                    3,531,893            -
  Prepaids                                               18,787            -
                                                    ------------  -----------
                             Total Current Assets     4,830,383      476,067
                                                    ------------  -----------

PROPERTY & EQUIPMENT
  Property and Equipment, at cost                     3,633,472    1,676,980
  (Less) accumulated depreciation and amortization     (509,231)    (335,084)
                                                    ------------  -----------
                       Total Property & Equipment     3,124,241    1,341,896
                                                    ------------  -----------

OTHER ASSETS
  Customer Lists                                        500,000            -
  Distributor Rights                                  1,779,500            -
  Websites and e-Commerce Channels                    1,750,000            -
  Other Assets                                        2,273,482    2,726,965
                                                    ------------  -----------
                               Total Other Assets     6,302,982    2,726,965
                                                    ------------  -----------

Total Assets                                         14,257,606    4,544,928
                                                    ============  ===========
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
                   MARSHALL HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                    (CONDENSED, INTERIM FINANCIAL STATEMENTS)

                                                       March, 31      March 31,
                                                         2007           2006
                                                     -------------  -------------
<S>                                                  <C>            <C>
                                  LIABILITIES
CURRENT LIABILITIES:

Accounts payable:
  Trade Regular                                      $  1,031,114   $    220,393

Accrued expenses:
  Payroll and employee benefits                           451,390        222,282
  Payroll taxes                                           205,860        173,113
  Interest                                                420,944        420,944
  Other                                                   211,315         46,251
Stock Investors                                           178,960        288,078
Current maturities of long-term debt                    8,265,833      1,663,590
                                                     -------------  -------------
Total current liabilities                              10,765,416      3,034,651
                                                     -------------  -------------

LONG-TERM DEBT                                          2,007,163        939,099

Total Liabilities                                      12,772,579      3,973,750
                                                     -------------  -------------

                              STOCKHOLDERS' EQUITY

Series A Preferred stock - $.001 par value;
  Authorized - 100,000,000 shares;
  Issued and outstanding at March 31, 2007
  and 2006 32,972,125 and 14,972,125, respectively         32,972         14,972

Series B Preferred stock - $.001 par value;
  Authorized at March 31, 2007 and 2006
  1,000,000,000 and 100,000,000 respectively;
  Issued and outstanding at March 31, 2007 and
  2006 185,000,000 and 15,000,000, respectively           185,000         15,000

Common stock, - $.001 par value
  Authorized - 25,000,000,000 shares
  Issued and outstanding at March 31,2007 and 2006
  2,145,357,320 and 6,817,010 respectively              2,145,357      6,817,010
  Additional paid-in capital                           21,582,067     15,022,204
  Accumulated (deficit)                               (22,460,369)   (21,298,008)

                                                     -------------  -------------
Net Stockholders' Equity                                1,485,027        571,178
                                                     -------------  -------------

Total Liabilities & Stockholders' Equity             $ 14,257,606      4,544,928
                                                     =============  =============
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                          MARSHALL HOLDINGS INTERNATIONAL, INC.AND SUBSIDIARIES
                             UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (CONDENSED INTERIM FINANCIAL STATEMENTS)


                                                              Quarter Ended    Quarter Ended
                                                                March 31,        March 31,
                                                                  2007             2006
                                                             ---------------  ---------------
<S>                                                          <C>              <C>
SALES                                                        $    2,741,008   $      203,570

COST OF SALES                                                       722,604           44,119
                                                             ---------------  ---------------

GROSS PROFIT                                                      2,018,404          159,451
                                                             ---------------  ---------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
  Depreciation Expense                                               31,936            7,266
  Professional Services Not Classified Elsewhere                    447,010        1,446,461
  Product Development                                                35,939           98,514
  All Other Selling, General and Administrative                     875,093          369,760
                                                             ---------------  ---------------

TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                1,389,978        1,922,001
                                                             ---------------  ---------------

INCOME (LOSS) FROM OPERATIONS                                       628,426       (1,762,550)
                                                             ---------------  ---------------
OTHER INCOME (EXPENSE):
  Interest Income                                                    33,178
  (Loss) on QDS Investment                                                0         (200,000)
  Interest Expense                                                 (121,485)               0
  Other Income                                                      110,673           40,465
                                                             ---------------  ---------------
TOTAL OTHER INCOME (EXPENSE):                                        22,366         (159,535)
                                                             ---------------  ---------------

NET INCOME (LOSS) BEFORE MINORITY INTEREST                          650,792       (1,922,085)

MINORITY INTEREST                                                         -
                                                             ---------------
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX                   650,792       (1,922,085)
PROVISION FOR INCOME TAX (221,269 less NOL Benefit 221,269)               -                -
                                                             ---------------  ---------------

NET INCOME (LOSS)                                            $      650,792   $   (1,922,085)
                                                             ===============  ===============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                  $        (0.00)  $        (0.00)
                                                             ---------------  ---------------

BASIC & DILUTED WEIGHTED AVERAGE SHARES OF
COMMON STOCK                                                  2,136,713,431        4,108,677
                                                             ===============  ===============
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
                             MARSHALL HOLDINGS INTERNATIONAL, INC. AND SUBSIDIARIES
                            UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                           FOR THE PERIODS ENDED MARCH 31, 2007 AND DECEMBER 31, 2006

                                    Preferred Stock            Common Stock
                                   Par Value $0.001           Par Value $0.001      Paid in
                               -----------------------  -------------------------    Excess     Accumulated    Net Equity
                                 Shares       Amount       Shares        Amount      of Par      (Deficit)    (Deficiency)
                               -----------  ----------  -------------  ----------  -----------  ------------  ------------
<S>                            <C>          <C>         <C>            <C>         <C>          <C>           <C>
Balance for December 31, 2005   29,972,125      29,972      2,967,011       2,967  20,506,249   (19,375,924)    1,163,263

  Common Stock Issued:
  For Services -
    Restricted Stock                                          340,309         340      12,238                      12,580
  For Services -
    Unrestricted Stock                                     13,650,000      13,650   2,772,550                   2,786,200
  For Cash - Restricted                                   101,000,000     101,000      38,080                     139,080
Preferred StockIssued
  Preferred Stock B            170,000,000     170,000                               (151,000)                     19,000
  Preferred Stock A             18,000,000      18,000  2,000,000,000   2,000,000  (2,016,000)                      2,000
Loss for the Period                                                                              (3,735,238)   (3,735,238)
                               -----------  ----------  -------------  ----------  -----------  ------------  ------------
Balance for
  December 31, 2006            217,972,125     217,972  2,117,957,320   2,117,957  21,162,117   (23,111,161)      386,885
Common Stock Issued:
  For Services -
    Restricted Stock
  For Services -
    Unrestricted Stock                                     22,400,000      22,400     374,950                     397,350
  For Cash - Restricted                                     5,000,000       5,000      45,000                      50,000
Preferred Stock Issued
  Preferred Stock B
  Preferred Stock A
Income for the Period                                                                               650,792       650,792

                               -----------  ----------  -------------  ----------  -----------  ------------  ------------
Balance for
  March 31, 2007               217,972,125     217,972  2,145,357,320   2,145,357  21,582,067   (22,460,369)    1,485,027
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                     F-5
<PAGE>
<TABLE>
<CAPTION>
                             MARSHALL HOLDINGS INTERNATIONAL, INC AND SUBSIDIARIES
                               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONDENSED INTERIM FINANCIAL STATEMENTS)

                                                    3 Months Ended    3 Months Ended
                                                      March 31,         March 31,
                                                         2007              2006
                                                   ----------------  ----------------
<S>                                                <C>               <C>

OPE CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                                         $       650,792   $    (1,922,085)
Adjustments to reconcile Net Income
to net cash provided by operating activities:
  Stock Issued for Services                                397,350         1,330,000
  Depreciation                                              31,936             7,266
  Changes in operating assets and liabilities:
  (Increase) in Accounts Receivable                        (21,296)          200,000
  (Increase) Decrease in Inventory                          (5,844)           21,997
  (Increase) Decrease in Other Current Assets           (1,828,598)                0
  Increase (Decrease) in Accounts Payable                  224,137            19,585
  Increase in Other Current Liabilities                    510,398            83,362
                                                   ----------------  ----------------
Net cash (used)provided by operating activities            (41,125)         (259,875)
                                                   ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net (Purchase)/Sale of Prop., Plant & Equipment           (5,500)       (1,266,001)
  (Increase) in Other Assets                                12,534            25,530
                                                   ----------------  ----------------
Net cash (used)provided by investing activities              7,034        (1,240,471)
                                                   ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Long Term Debt                     (8,838)        1,224,073
  Stock Sales for Cash; Net                                 50,000           194,000
                                                   ----------------  ----------------
Net cash provided (used)by financing activities             41,162         1,418,073
                                                   ----------------  ----------------

Net cash Increase ((Decrease) for period                     7,071           (82,273)

Cash at beginning of period                                 61,084            93,305
                                                   ----------------  ----------------

Cash at end of period                              $        68,155   $        11,032
                                                   ================  ================
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                     F-6
<PAGE>
                      MARSHALL HOLDINGS INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            March 31, 2007 and 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 is 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 ("GCA"). On August 31, 2006 the name of the
corporation was changed to Marshall Corporate Administration.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


                                     F-7
<PAGE>
by the Comaany 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.

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 realestate on
which 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 6000 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 March 31, 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 it's 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.


                                     F-8
<PAGE>
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, except for QDS. 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.

(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 March 31,
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 years
          Leasehold improvements                    39 years
          Furniture and fixtures                 5 - 7 years
          Machinery and equipment                3 - 5 years
          Transportation equipment               5 - 7 years

Depreciation expense for the quarters ended March  31, 2007 and 2006 were
$31,936 and $7,266, 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".


                                     F-9
<PAGE>
(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.

(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 March 31, 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 $14,210 and $ 6,799 were
incurred for the periods ended March 31, 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.


                                      F-10
<PAGE>
(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.

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 March 31, 2007 and the
results of operations and cash flows for the three months then ended.

NOTE 3 - RELATED PARTIES:

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 of the Company and Francois
Vautour, an unrelated third party. Chelsea Collection, in an agreement dated
November 25, 2003, acquired among other things from Francois Vautour and others
all United States and Canada rights, trademarks, formulas and licenses of the
Jeunesse by Francois Vautour and the GH3 skin care line.

In the agreement the Company has with Chelsea Collection, the Company will have
the opportunity to acquire the same Francois Vautour skin care line from Chelsea
Collection for virtually the same price and terms as Chelsea Collection is
buying it from Francois Vautour. 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 $81,229 for the first quarter of 2006  and $0 for the first
quarter ended March 31, 2007.

No title or ownership passes to the Company or to Chelsea Collection until the
November 25, 2003 agreement between Chelsea Collection and Francois Vautour 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.

The Company is responsible for all product research and development 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


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<PAGE>
an asset under "Prepaid Advertising" in the amount of $230,573. This remained
unchanged for the first quarter of 2006 and the first quarter 2007.

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 March 31, 2006 no stock was issued out of the ESIP
plan.

During January1 through March 31, 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 March 31, 2007, the total remaining unissued shares under the RSP plans
are 2,047,450,000.

During January 1 through March 31, 2006, the Company issued 3,850,000,000 shares
out of the RSP plan.

During January 1 through March 31, 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 March 31, 2006, the Company did not issue any  shares
of Series B preferred stock.

During January 1 through March 31, 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 March 31, 2006, the Company did not issue any
restricted preferred A stock.

During January 1 through March 31, 2007 the Company did not issue any restricted
preferred A stock.

(e) COMMON STOCK


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<PAGE>
During January 1 through March 31, 2006, The company issued  3,850,000,000
shares  out  of  the  RSP  plan for services rendered with a value of
$1,330,000.

During January 1 through March 31, 2007, The company issued 22,400,000 shares
out of the RSP plan for services rendered with a value of $397,350.

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.

NOTE 6 - DEFERRED INCOME TAXES

The company has a significant income tax benefit that consists of a cumulative
Net Operating Loss Carryforward 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.

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 March
31, 2007 is $65,835.15.

On March 23rd, 2006 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 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 payments have been made and the
debt is paid in full as of March 31, 2007.


                                      F-13
<PAGE>
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 March 31, 2006 and 2007 respectively. 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 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.

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 EVENT:

In May 2007, the Company's attorneys, were in receipt of a notification from the
SEC, alleging a potential violation of The Company's employee stock incentive
program dating back to 2004. The Company denies any violations occurred and is
in the process of replying to the letter, but does not feel the event will have
a material impact on its business.


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