**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**


þ
            
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended March 31, 2007**


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




**Commission
      File Number 333-136583**




**EMTA
      Holdings, Inc.**


(Name
      of
      small business issuer as specified in its charter)


**Nevada**
            
            **41-2145746**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                Number)7430
                E. Butherus Dr. Suite C, Scottsdale, AZ
            
            85260(Address
                of principal executive offices)
            
            (Zip
                code)




**480-222-6222**


(Issuer’s
      telephone number, including area code)




**Securities
      registered pursuant to Section 12(b) of the Act: None**


**Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par
      value**




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 o




Check
      if there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB x




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




State
      issuer’s revenues for its most recent fiscal year $1,053,767




The
      aggregate market value of voting stock held by non-affiliates of the registrant
      was $5,789,218 as of August 10, 2007 (computed by reference to the last sale
      price of a share of the registrant’s common stock on that date as reported by
      the Over the Counter Bulletin Board). For purposes of this computation, it
      has
      been assumed that the shares beneficially held by directors and officers of
      registrant were “held by affiliates”; this assumption is not to be deemed to be
      an admission by such persons that they are affiliates of
      registrant.









As
      of July 20, 2007, there were 40,696,004 shares of the registrant’s common stock,
      par value $0.001 per share, issued and outstanding.




**Documents
      incorporated by reference:** None.




**Transitional
      Small Business Disclosure Format** (Check
      one): Yes o ; No x










**TABLE
      OF CONTENTS**






**PART
                  I**Item
                  1. Description of Business
              1Item
                  2. Description of Property
              7Item
                  3. Legal Proceedings
              7Item
                  4. Submission of Matters to a Vote of Security HoldersPurchases
                  of Equity Securities
              7**PART
                  II**Item
                  5. Market for Common Equity and Related Stockholder Matters and
                  Small
                  Business Issuer Purchases of Equity Securities
              7Item
                  6. Management’s Discussion and Analysis or Plan of
                  Operation
              9Item
                  7. Financial Statements
              16Item
                  8. Changes in and Disagreements With Accountants on Accounting
                  and
                  FinancialDisclosure
              16Item
                  8A. Controls and Procedures
              17Item
                  8B. Other Information
              17**PART
                  III**Item
                  9. Directors, Executive Officers, Promoters and Control Persons;
                  Compliance WithSection
                  16(a) of the Exchange Act
              17Item
                  10. Executive Compensation
              19Item
                  11. Security Ownership of Certain Beneficial Owners and Management
                  and
                  RelatedStockholder
                  Matters
              20Item
                  12. Certain Relationships and Related Transactions, and Director
                  Independence
              22Item
                  13. Exhibits
              22Item
                  14. Principal Accountant Fees and Services
              22Exhibit
                  Index
              24Financial
                  Statements
              F-1EXHIBIT
                  21.1  List of SubsidiariesEXHIBIT
                    31.1  Officers Certificate Pursuant to Section
                    302
              OfEXHIBIT
                  31.2  Officers Certificate Pursuant to Section 302EXHIBIT
                  32.1  Certificate Pursuant to 18 U.S.C. Section 1350EXHIBIT
                  32.2  Certificate Pursuant to 18 U.S.C. Section 1350


STATEMENT
      REGARDING FORWARD-LOOKING STATEMENTS




*In
      addition to historical information, this Annual Report on*  *Form
      10-KSB*  *(“Annual
      Report”) for EMTA Holdings, Inc. (“EMTA” the “Company,” “we,” “our” or “us”)
      contains “forward-looking” statements within the meaning of Section 27A of
      the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), including statements
      regarding the growth of product lines, optimism regarding the business,
      expanding sales and other statements. Words such as expects, anticipates,
      intends, plans, believes, sees, estimates and variations of such words and
      similar expressions are intended to identify such forward-looking statements.
      These statements are not guarantees of future performance and involve certain
      risks and uncertainties that are difficult to predict. Actual results could
      vary
      materially from the description contained herein due to many factors including
      continued market acceptance of our products. In addition, actual results could
      vary materially based on changes or slower growth in the fuel additive products
      market; the potential inability to realize expected benefits from new products
      and products under development; domestic and international business and economic
      conditions; changes in the petroleum industry; unexpected difficulties in
      penetrating the commercial and industrial markets for our products; changes
      in
      customer demand or ordering patterns; changes in the competitive environment
      including pricing pressures or technological changes; technological advances;
      shortages of manufactured raw material and manufacturing capacity; future
      production variables impacting excess inventory and other risk factors listed
      in
      the section of this Annual Report entitled “Risk Factors” and from time to time
      in our Securities and Exchange Commission filings under “risk factors” and
      elsewhere.*









*Each
      forward-looking statement should be read in context with, and with an
      understanding of, the various disclosures concerning our business made elsewhere
      in this Annual Report, as well as other public reports filed by us with the
      United States Securities and Exchange Commission. Readers should not place
      undue
      reliance on any forward-looking statement as a prediction of actual results
      of
      developments. Except as required by applicable law or regulation, we undertake
      no obligation to update or revise any forward-looking statement contained in
      this Annual Report.*









**PART
      I**




**ITEM
      1 — DESCRIPTION OF BUSINESS**


**Introduction**





We
      are
      engaged in the research, development, manufacturing and distribution of a
      variety of products that improve overall energy efficiency with a specific
      concentration on petroleum based energy sources. We currently have three wholly
      owned operating subsidiaries, EMTA Corp, Inc., Dyson Properties, Inc. and White
      Sands, LLC.





EMTA
      Corp
      has developed a new type of lubricant (metal conditioner) that interacts with
      metal surfaces. It hardens and smoothes the metals' surface which results in
      reduced friction and therefore improves efficiency. We market this unique
      product under the brand name XenTx Extreme Engine Treatment, to both
      commercial/industrial users and to the general public. Today XenTx is available
      at a variety of retail stores, as well as many smaller auto-parts chains
      throughout the U.S. The product is also available in Canada and, more recently,
      in Mexico. In addition to our core products, we utilize the same technology
      in
      three new products that are in the initial stages of distribution, including
      an
      all purpose spray lubricant (XenTx Extreme Lubricating Spray), friction reducing
      automatic transmission fluid (XenTx Extreme Transmission Treatment), and a
      gasoline system cleaner (XenTx Extreme Fuel System Treatment).





Dyson
      Properties, Inc. (“Dyson”) manufactures and sells automotive, industrial and
      racing performance oils and lubricants under the name Synergyn Racing or
      Synergyn Performance. The Synergyn products have been manufactured and
      distributed for the past 20 years and are sold throughout the U.S.





White
      Sands' core products are primarily designed to aid in the combustion of diesel
      fuel. It has developed two distinct diesel fuel additives, Clean Boost improves
      combustion efficiency and reduces pollution and particulate emissions
      significantly. In addition, Clean Boost Low-Emissions (“Clean Boost LE”) insures
      that diesel fuel users will be able to meet or exceed the new, more stringent
      emissions rules. This product was certified by the EPA and the Texas Commission
      on Environmental Quality (“TCEQ”) on March 26, 2007.





**Corporate
      History**





We
      were
      incorporated under the laws of Louisiana on June 5, 1978 under the name Forum
      Mortgage Corp. We were reincorporated under the laws of the State of Nevada
      in
      July 2004 under the name Omni Alliance Group, Inc.





On
      March
      31, 2006 we acquired EMTA Corp., Inc. (“EMTA”) in consideration for the issuance
      to EMTA’s shareholders of 30,828,989 shares of our common stock. At that time we
      also implemented a 233 for one reverse stock split and changed our name to
      EMTA
      Holdings, Inc. The acquisition of EMTA was accounted for as a reverse merger.
      As
      a result, the financial statements of EMTA Corp. became our financial
      statements.





EMTA
      Corp. was incorporated in March 2002 under the laws of the State of Nevada
      under
      the name Wiltex A, Inc. On October 1, 2004, Wiltex acquired the assets of Alaco
      Corporation in exchange for approximately 94% of the common stock of Wiltex.
      On
      that same date, it changed its name to EMTA Corp. Inc.





The
      Company acquired White Sands, L.L.C. (“White Sands”) for 897,487 shares of
      Holdings common stock as of March 31, 2006, at which time White Sands became
      a
      wholly-owned subsidiary of EMTA Holdings, Inc.




1


Effective
      January 1, 2007, the Company took control of Dyson Properties, Inc. for an
      aggregate purchase price of $2,100,000 which includes cash, stock and warrants.
      An initial payment of $100,000 was made on January 9, 2007 and a second cash
      payment of $150,000 was made on July 5, 2007 with the balance of $374,000 due
      on
      or before January 5, 2008. On March 26, 2007, the Company issued the seller
      1,400,000 shares of common stock and cashless warrants to acquire 1,400,000
      shares of common stock at an exercise price of $0.75 per share. In addition,
      the
      Company agreed to pay a royalty on all products sold that contain the Synergyn
      formulations.





**Our
      Products**





*XenTx
      Extreme Engine Treatment*





Through
      our wholly-owned subsidiary, EMTA Corp., we market XenTx Extreme Engine
      Treatment, a 100% synthetic metal conditioner that provides benefits to
      automobile engines in that it prevents the build up of engine metal particles
      in
      the walls of the engine. As an additive to standard engine oils, it attracts
      the
      loose particles of ferrous metals present in most oils and directs those
      particles to broken molecular chains that exist on the surface of the friction
      environment, in this case the engine walls. The product penetrates the carbon
      build up on the cylinder walls and attaches to the surface of the metal carrying
      wear metals molecules with it. The product continuously fills the pits, cracks,
      and slight imperfections present in all engine cylinders. In this way, it
      creates a dense protective surface that is highly resistant to scuffing and
      galling.




The
      process has both a cleaning effect on the engine and a smoothing effect on
      the
      engine cylinder surface. This results in less friction, lower operating
      temperatures and less power loss due to frictions and heat. With less rotations
      per minute producing the same power, less fuel is consumed leading to greater
      fuel efficiency as well as a reduction in exhaust emissions.





*Clean
      Boost*





Through
      our wholly-owned subsidiary, White Sands, we market Clean BoostTM, a fuel oil
      additive that improves fuel and combustion efficiency by liberating more of
      the
      fuel's chemical energy, in the flame zone of boilers, or during the power stroke
      of diesel engines. Soot formation is prevented and less fuel is wasted in the
      form of particulate emissions. Greenhouse gas and acid rain gases, soot (black
      smoke), carbon build-up and fouling, slagging and cold-end corrosion are all
      reduced, while engine and boiler performance improves. Turbochargers and exhaust
      gas boilers remain cleaner and require less maintenance and water
      washing.




Clean
      BoostTM reduces fuel consumption by 2 to 5% across a wide range of fossil fuels,
      from coal and heavy residual fuel oils to intermediate fuel oil blends, refined
      diesel fuels. It also lessens the emission of harmful gasses.





Clean
      BoostTM is effective in industrial boilers and diesel engines of all sizes and is
      used in marine shipping, power generation, mining, construction, ground
      transportation and wherever high fuel prices or compliance with emissions or
      opacity regulations is a concern.





During
      the past year we completed the research and development of a second diesel
      fuel
      additive, Clean Boost LETM which was formulated to reduce emissions. This product
      when mixed with diesel fuel, reduces the exhaust gases from combustion to meet
      the most stringent requirements of both Texas and California. Clean Boost LETM
was tested at a renowned test facility with both the TCEQ and EPA as observers.
      The test results were submitted to Texas and then to the EPA which subsequently
      certified that Clean Boost LETM met the goals of reducing diesel fuel emissions.
      The EPA Certification #201920002CB-LE and the TCEQ products #TXLED-A-00009
      was
      issued in March of 2007.




2




These
      products are used in the automotive, oil and gas, shipping and mining sectors.
      We believe that both Clean BoostTM products help in the following ways in diesel
      applications in the automotive and other industries to:




o
            
            Lower
                fuel consumption (ie. Better fuel efficiency)o
            
            Reduce
                exhaust emissionso
            
            Lower
                maintenance requirementso
            
            Reduce
                soot (carbon particles) in lubricating oilo
            
            Carbon
                deposits in the combustion chamber are reducedo
            
            Provide
                easier starting in cold weather





*Synergyn*





Through
      our wholly-owned subsidiary, Dyson Properties, Inc. (“Dyson Properties”), which
      was acquired effective January 1, 2007, we continue the sales and distribution
      of a 64 item product line known as Synergyn Racing, Synergyn Performance and
      Synergyn Lubricants. This product line was introduced over 20 years ago and
      has
      been improved as lubrication requirements have changed. With its focus on
      performance products, Synergyn sells many of its products to NASCAR, NHRA and
      similar racing organization participants.





Dyson
      Properties also manufactures private label products for a number of customers
      on
      a long-term contractual basis. Although some customers have unique formulas
      which Dyson manufactures to their specifications, most customers utilize
      Synergyn’s formulas and package and rebrand these products for their customers’
use.





*Other
      Products*





We
      have
      commenced shipping small quantities of XenTx spray lubricant, which is used
      as a
      general multi-purpose lubricant, and a transmission fluid that is a variation
      of
      the XenTx Extreme Engine Treatment and is primarily used for automatic
      transmissions. We may from time to time introduce additional
      products.





**Sales
      and Marketing**





Our
      objective is to market, sell and distribute our products in the most efficient,
      cost effective manner possible with our distribution channel strategy providing
      the widest range of customer coverage possible. We believe sales to automotive
      retailers through independent sales representatives affords us the best overall
      chance to gain and hold customers and allows us to control and maximize the
      product value chain benefits for us and the end-user.





We
      sell
      our products through retailers, auto parts suppliers, internet sales at its
      our
      web sites: www.xentx.com, www.synergynracing.com and
      direct sales through sales representatives to commercial customers. We sell
      our
      retail and commercial product through our sales force of three and through
      independent sales representatives. Each sales representative tends to service
      one to a few retail outlets with which they have long term, strong
      relationships. Our compensation arrangement with these representatives is
      commission only.





Our
      products are currently sold in approximately 6,000 retail outlets in the United
      States and Canada. During the year ended March 31, 2007 no retailers accounted
      for more than 10% of our sales volume.




3




During
      the last three years, we have devoted substantial efforts to developing our
      sales force and retail distribution channels not only as an avenue to our
      original product, XenTx Extreme Engine Treatment, but for other products some
      of
      which are just now beginning to enter the marketplace.





We
      participate with retailers in advertising campaigns, marketing promotions and
      other direct and indirect marketing techniques to promote and sell the products.
      We expense the cost of these advertising efforts as incurred.





We
      also
      market our products directly to companies. These efforts include the sharing
      of
      laboratory and field trial test data, sponsorship of individual customer field
      trials, technical and non-technical communication through industry trade media
      with messages emphasizing fuel performance enhancement through technical
      innovation, fuel efficiency, maintenance cost savings, improved air quality
      and
“no harm” to engine or environment product attributes.





**Intellectual
      Property**





The
      formula and composition of XenTx is proprietary to us and is safeguarded from
      disclosure through secrecy agreements with various parties. At least one of
      the
      components of the formula is covered by a patent that is owned by Dover Chemical
      Corporation (“Dover”). In addition, we have filed provisional patents on both
      diesel fuel additives as the first step in patenting both formulas.





We
      have
      obtained trademark registration of our marks XenTx and Clean Boost. Generally,
      these trademarks do not expire if we continue to use the trademarks and file
      the
      required periodic forms with the United States Patent and Trademark Office.
      With
      the acquisition of Dyson Properties, Inc., we acquired both the trademark for
      Synergyn and all of the related formulas. None of the Synergyn formulas are
      patented.





**Production
      and Manufacturing**





With
      the
      acquisition of Dyson Properties, Inc. (“Synergyn”) we acquired our own
      manufacturing facilities. With this acquisition, the Company now has the ability
      to manufacture, package and distribute its products. The plant consists of
      approximately 54,000 sq. ft. of office, manufacturing and product storage
      located on approximately 5.03 acres in Durant, Oklahoma. The majority of the
      manufacturing process is blending various raw materials into a finished product
      based upon a specific formula and a customer purchase order.





Our
      XenTx
      Extreme Engine Treatment product is produced by Dover. We do not have a written
      agreement with Dover that requires us to place minimum orders or guarantees
      the
      delivery of certain quantities of product by Dover to us. If for any reason
      we
      lost the relationship with Dover, a disruption of the supply of our products
      could result until a substitute manufacturer was found. We have entered into
      a
      Secrecy Agreement with Dover pursuant to which that entity is required to
      safeguard the proprietary nature of the XenTx formula.





The
      Company now manufactures and packages its own products, therefore we assume
      substantially all of the risks associated with environmental, hazardous
      materials, and transportation of the products from our plant through delivery
      to
      the retailers.





We
      carry
      a product liability insurance policy for the losses customers might suffer
      as a
      result of proper use of the our products. To date there have been no claims
      against this policy.




4




**Research
      and Development**





We
      continuously research new products and possible applications of our existing
      product and have a R&D consultant who devotes substantially all his time
      working on our projects.





*Testing*





We
      utilize two primary methods of testing: laboratory bench tests and field trials.
      We utilize both testing methods to further develop the body of test data
      necessary to support marketing and sales efforts. As we have matured, we have
      become aware of the importance of developing and managing specific testing
      protocols for field-based testing and adhering to already developed, industry
      recognized testing standards when engaged in laboratory bench tests. Numerous
      variables exist in any testing protocol, and if not carefully managed, one
      change in one variable could skew the test results. To address this challenge,
      a
      standardized testing and trial evaluation protocol has been developed. The
      use
      of this protocol allows us to:





o
            
            understand
                the size of the opportunity;o
            
            help
                prioritize available resources;o
            
            ensure
                approved testing is structured and conducted in a controlled
                way; ando
            
            ensure
                we will have full access to all testing results conducted by third
                parties.





In
      addition to extensive field-based customer trials completed or under way, we
      have funded extensive laboratory bench testing at a well-known independent
      testing laboratory, Southwest Research Institute in San Antonio, Texas.
      Test results have confirmed the effectiveness of Clean Boost. In particular,
      Clean Boost achieved an average percent reduction in fuel consumption of
      approximately 3%. It also showed improved combustion efficiency, reduced ash
      formation and the virtual elimination of unburned carbon in the exhaust system
      and bottom ash.





The
      test
      was conducted using two identical tractors that hauled 48-foot flat beds with
      concrete ballast. Fuel consumption for each vehicle was measured during a
      baseline segment with commercially available #2 diesel fuel. Each of the test
      trucks vehicles accumulated 1,500 miles for conditioning prior to conducting
      of
      the test segment. Next, Clean Boost was added to the diesel fuel of the
      vehicles. This procedure resulted in measurable percentage differences in fuel
      consumption for each truck using fuel with the Clean Boost additive versus
      fuel
      without the additive as follows:





%
                Improvement in Fuel EconomyDiesel
                Fuel
            
            Test
                Truck A
            
            Test
                Truck B
            
            Average
                of two trucksBaseline
                Segment
            
            Commercially
                available #2 dieselTest
                Segment
            
            Commercially
                available #2 diesel with Clean Boost
            
            3.63%
            
            2.49%
            
            3.06%





The
      complete report is available for review at http://www.cleanboost.biz/technical/CB-J1321FinalReport062804.pdf .





A
      second
      test was done by Southwest Research Institute regarding our low emission diesel
      fuel additive, Clean Boost-LE TM, with both Texas and EPA observers. The test
      required approximately 15 days of running on a certified diesel engine in a
      calibrated test cell. The results were then documented and presented to the
      Texas Low Emission Diesel Board which after review, submitted them to the EPA
      for their analysis. On March 26, 2007, the EPA certified that our product,
      Clean
      Boost LE TM, met the stringent emissions reduction requirements and the Company
      received its certification, #201920002CB-LE .




5





**Competition**





Our
      business is a part of the wider industry that seeks to improve overall energy
      efficiency with a specific concentration on petroleum based energy sources.
      The
      industry is composed of a few relatively large companies and a large number
      of
      smaller, niche segment participants.





Industry
      participants’ products center around improved engine cleanliness and efficiency
      (for example, detergency characteristics applicable to fuel injector nozzles),
      improved fuel flow (for example, mitigation of fuel problems caused by low
      ambient temperature) and fuel system protection (for example, improved
      lubricity). These are common focus areas for the full range of gasoline and
      distillate fuels. Additives designed to address specific problem areas in
      specific fuel applications (for example, Cetane improver in diesel fuel) and
      static electricity dissipation in turbine engines are also
      significant.





There
      are
      many existing technologies that claim to have solved engine emissions problems
      from alternative fueled vehicles (electric cars, fuel cell vehicles, etc.)
      to
      engine magnets. Despite the vast amount of research that has been performed
      with
      the intention of solving emissions problems, we believe no single technology
      has
      yet to gain widespread acceptance from both the public (regulatory) and private
      sectors. The United States government and the governments of other countries
      have tried using economic incentives and tax breaks to promote the development
      of a variety of emissions reduction technologies. However, the base cost of
      many
      of these promotions, coupled with issues such as lack of appropriate
      infrastructure (for example, compressed natural gas storage and delivery
      systems) and technical limitations (for example, keeping alternative fuels
      emulsified, significant loss of power and fuel economy with current alternative
      fuels), currently makes market acceptance of many technologies and economic
      feasibility unlikely over the long term.





Our
      direct competitors include major oil and chemical companies, many of which
      have
      financial, technical and marketing resources significantly greater than ours.
      It
      is possible that developments by others will render our products obsolete or
      noncompetitive, that we will be not able to keep pace with new developments
      and
      that our products will not be able to supplant established products.




Some
      of
      our main competitors include the following:





**Z-Max**  **:** a division of Speedway Motorsports, Inc. Z-Max is a widely recognized
      brand product has a retail shelf price of between $29.99 and $39.99. Speedway
      is
      a financially strong entity that markets Z-Max in a distinct package. In
      addition, Z-Max has significant signage at racetracks owned by
      Speedway.





**DuraLube:**  **** although
      the company s currently in bankruptcy, there has been talk that an investor
      group may revive the company and its products. DuraLube is a recognized brand
      that holds shelf placement in major stores, including Wal-Mart.





**Slick
      50:** is
      currently a Shell Lubricant Company product. The brand is owned by Shell Oil,
      a
      well capitalized company that has the ability to underwrite major advertising
      campaigns. Slick 50 is the leader in our product market that has significant
      shelf placement with all major retailers except Target.





As
      energy
      costs increase, and businesses are looking for ways to make energy products
      more
      efficient, competition within this sector itself is growing, so we will
      encounter competition from existing firms that offer competitive solutions
      in
      this area. These competitive companies could develop products that are superior
      to, or have greater market acceptance, than the products being developed and
      marketed by our company. We will have to compete against other companies with
      greater market recognition and greater financial, marketing and other
      resources.




6




**Government
      Regulations and Supervision**





Government
      regulations across the globe regarding fuels are continually changing. Most
      regulation focuses on reducing fuel emissions. However, there is also growing
      concern about dependence on oil-based fuels. Fuels regulation exists at various
      levels of development and enforcement around the globe. In general, regulations
      to reduce harmful emissions and to reduce dependence on oil for fuel needs
      will
      only become more stringent. We believe this will be an advantage to us as our
      products’ benefits reduce fuel consumption and can peacefully co-exist with
      alternative fuel blends. As fuels regulatory compliance becomes more burdensome
      to fuel suppliers and users, we anticipate that demand for the benefits our
      products deliver will increase.





Since
      we
      now manufacture, store, and ship all of our products, we are required to be
      in
      compliance regarding all applicable environmental rules and regulations that
      regulate these type of activities. In addition, only our Clean Boost products
      requires governmental license as this substance is used in interstate trucking.
      In order for Clean Boost to be used in the United States, registration with
      the
      Environmental Protection Agency, or EPA, is required. In Fiscal Year 2007,
      we
      received EPA registration for one of our products and a EPA certification for
      the other product both of which are used in base fuels and fuel blends. We
      are
      also subject to similar international laws and regulations in the countries
      in
      which we operate, such as Canada and Mexico.





**Employees**





With
      the
      exception of our Chief Executive Officer with whom we have entered into an
      employment agreement, our staff works for us on a consultant basis. Currently
      we
      have 12 such consultants, two of which are executives, three of which work
      in
      sales and six of which work in various administrative functions. The
      majority of our staff are leased through a full service human resource provider
      under which our employees are covered for various insurance protections, a
      401(k) plan and other benefits.In
      addition, with the acquisition of Dyson Properties, there are 11 employees
      located in Durant, Oklahoma, which are divided into 2 management personnel,
      3
      administrators and 6 production personnel. These employees are paid on a weekly
      basis.




**ITEM
      2 — DESCRIPTION OF PROPERTY**




The
      Company owns its operating plant and facilities in Durant Oklahoma. This
      property consist of 5.03 acres of land with three buildings totaling 53,459
      square feet of industrial and office space. The property is subject to a first
      mortgage loan of approximately $826,000. This facility is the Company’s
      blending, bottling and distribution center for its EMTA, XenTx and Synergyn
      products. The Company also leases 4,100 square feet of office space in
      Scottsdale Arizona for its corporate offices at an annual rental of $75,350
      increasing annually to $82,337 in 2011.




**ITEM
      3 — LEGAL PROCEEDINGS**




None.




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




No
      matters were submitted for shareholders vote during the fourth
      quarter.




**PART
      II**




**ITEM
      5 — MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS** **AND SMALL BUSINESS ISSUER PURCHASE SOF EQUITY
      SECURITIES**




7




**Market
      Information**




Our
      common stock is traded on the Over the Counter Bulletin Board under the symbol
      EMHD.OB. Prior to February 9, 2007, our common stock was traded on the Pink
      Sheets. Subsequent to the reverse acquisition on March 31, 2006 our stock began
      trading on the Pink Sheets on April 8, 2006.




The
      following is the range of high and low bid prices for our common stock for
      the
      periods indicated:


Bid
                PricesHigh
            
            LowQuarter
                ended June 30, 2006
            
            $
            7.00
            
            
            $
            2.55Quarter
                ended September 30, 2006
            
            $
            5.25
            
            
            $
            4.40Quarter
                ended December 31, 2006
            
            $
            4.40
            
            
            $
            1.01Quarter
                ended March 31, 2007
            
            $
            1.01
            
            
            $
            0.08Quarter
                ended June 30, 2007
            
            $
            0.95
            
            
            $
            0.14




Bid
      quotations represent interdealer prices without adjustment for retail markup,
      markdown and/or commissions and may not necessarily represent actual
      transactions.




**Stockholders**




As
      of
      June 18, 2007, the number of stockholders of record was 404, not including
      beneficial owners whose shares are held by banks, brokers and other
      nominees.




**Dividends**




We
      have
      not paid any dividends on our common stock, and we do not anticipate paying
      any
      dividends in the foreseeable future. Our Board of Directors intends to follow
      a
      policy of retaining earnings, if any, to finance the growth of the company.
      The
      declaration and payment of dividends in the future will be determined by our
      Board of Directors in light of conditions then existing, including the company’s
      earnings, financial condition, capital requirements and other
      factors.





**Securities
      Authorized for Issuance under Equity Compensation Plans**


We
      have
      not issued options or warrants to individuals pursuant to individual
      compensation plans.





**Recent
      Sales of Unregistered Securities.**





During
      the year ended March 31, 2007, in conjunction with a convertible loan agreement
      the Company issued a total of 12,000,000 warrants to acquire 12,000,000 shares
      of the Company’s common stock at an exercise price of $2.50 per share. Through
      March 31, 2007 no warrants have been exercised. Also in conjunction with this
      transaction the Company issued the broker 700,000 cashless warrants at an
      exercise price of $2.50 per share. All of the warrants expire in 2013 if not
      earlier exercised.




In
      conjunctionwith a $200,000 loan to the Company in March of 2007, the Company
      granted Michael Brannon, the largest shareholder of the Company, a warrant
      to
      purchase 100,000 shares of common stock at an exercise price of $0.75 per share
      with a term of one year.





The
      Company issued 1,400,000 shares of restricted stock to Sandra Dyson in
      conjunction with the acquisition of Dyson Properties, Inc. The shares were
      issued on March 26, 2007 when the stock price was $0.08 per share. Also in
      conjunction with this transaction, the Company issued 1,400,000 cashless
      warrants to her with an exercise price of $0.75 and a term of three
      years.





On
      March
      26, 2007, the Company awarded employees and consultants a total of 7,325,000
      shares of common stock with an aggregate market value on the date of the awards
      of $586,000.




8




**ITEM
      6 — MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




*In
      addition to historical information, this section contains “forward-looking”
statements, including statements regarding the growth of product lines, optimism
      regarding the business, expanding sales and other statements. Words such as
      expects, anticipates, intends, plans, believes, sees, estimates and variations
      of such words and similar expressions are intended to identify such
      forward-looking statements. These statements are not guarantees of future
      performance and involve certain risks and uncertainties that are difficult
      to
      predict. Actual results could vary materially from the description contained
      herein due to many factors including continued market acceptance of our
      products. In addition, actual results could vary materially based on changes
      or
      slower growth in the fuel additive products market; the potential inability
      to
      realize expected benefits from new products and products under development;
      domestic and international business and economic conditions; changes in the
      petroleum industry; unexpected difficulties in penetrating the commercial and
      industrial markets for our products; changes in customer demand or ordering
      patterns; changes in the competitive environment including pricing pressures
      or
      technological changes; technological advances; shortages of manufactured raw
      material and manufacturing capacity; future production variables impacting
      excess inventory and other risk factors listed in the section of this Annual
      Report entitled “Risk Factors” and from time to time in our Securities and
      Exchange Commission filings under “risk factors” and
      elsewhere.*




*Each
      forward-looking statement should be read in context with, and with an
      understanding of, the various disclosures concerning our business made elsewhere
      in this Annual Report, as well as other public reports filed by us with the
      Securities and Exchange Commission. Readers should not place undue reliance
      on
      any forward-looking statement as a prediction of actual results of developments.
      Except as required by applicable law or regulation, we undertake no obligation
      to update or revise any forward-looking statement contained in this Annual
      Report. This section should be read in conjunction with our consolidated
      financial statements.*




**RESULTS
      OF OPERATIONS**




The
      following table sets forth our results of operations for the years ended
      March 31, 2007 and 2006 as a percentage of net sales are as
      follows:


**2007**
              
              
              **2006****NET
                  SALES**
              
              
              100.0
              %
              
              100.0
              %**COST
                  OF SALES**
              
              
              40.3
              %
              
              46.1
              %**GROSS
                  PROFIT**
              
              
              59.7
              %
              
              53.9
              %**OPERATING
                  EXPENSES**Selling,
                  general and administrative
              
              
              278.2
              %
              
              752.4
              %Depreciation
                  and amortization
              
              
              14.7
              %
              
              0.9
              %Allowance
                  for bad debts
              
              
              (1.5
              )%
              
              1.8
              %Research
                  and development
              
              
              28.9
              %
              
              209.9
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              320.3
              %
              
              965.0
              %**LOSS FROM
                  OPERATIONS**
              
              
              (260.6
              )%
              
              (911.1
              )%Other
                  income (expense)
              
              
              1.5
              %
              
              0.2
              %Interest
                  expense
              
              
              (34.6
              )%
              
              (1.1
              )%Cost
                  of curing loan default
              
              
              (1,324.8
              )%
              
              0.0
              %**LOSS BEFORE
                  INCOME TAXES**
              
              
              (1,618.6
              )%
              
              (912.0
              )%Income
                  tax benefit
              
              
              0.0
              %
              
              0.0
              %**NET
                  INCOME (LOSS)**
              
              
              (1,618.6
              )%
              
              (912.0
              )%





Year
      ended March 31, 2007 as compared to year ended March 31, 2006




9




**Net
      Sales:** Net
      Sales increased from $562,779 in 2006 to $1,053,767 in 2007 or an increase
      of
      $490,988. This represents an increase of 87% over the prior year. This increase
      was due to improved XenTx sales to the commercial/industrial market and the
      Dyson acquisition effective January 1, 2007. The fourth quarter sales for Dyson
      were $396,614. Also, the company reduced its emphasis on retail sales and
      concentrated on the commercial/industrial market, particularly with long haul
      trucking fleets and large earth moving equipment companies.




**Gross
      Margin:** Gross
      Margin improved from 53.9% to 59.7% or an improvement of 5.8%. This was due
      to
      both improved pricing for raw materials as well as lower manufacturing
      costs.




**Selling,
      General and Administrative Expenses:** The
      Company reduced its SG &A from $4,234,223 to $2,931,090 or an improvement of
      $1,303,133. This was due to reduction in personnel reduced, sales and
      promotional expenses, and a shift to outside sales rep companies from in-house
      full time sales personnel.




**Research
      and Development:** The
      expense for research and development was reduced to $304,793. from $1,181,487.
      or a reduction of $876,694. This was due to completing various field tests
      as
      well as completing other third party testing programs. These products are now
      being introduced into various markets and are expected to substantially improve
      sales revenues in future years.




**Other
      Income (Expense):** Other
      Income increased $12,008. from 2006 to 2007. This was primarily due to three
      months of rental income from Dyson Properties and miscellaneous interest
      expense. The company sold a forklift truck for $2,850. which represented the
      gain on the disposal of assets. Interest expenses include the actual interest
      costs, amortization of loan costs and changes in the value of the cashless
      warrants.




**Cost
      to cure:** The Cost
      of Curing the Loan Default was incurred by the Company for its failure to file
      its Registration Statement with the Securities and Exchange Commission within
      the designated time as required by the lenders. The Company issued 5,000,000
      warrants at an exercise price of $2.50 per share. Taking into account the
      Weighted Average Term Remaining (years), Volatility, Risk-Free Rate and Implied
      Value, the recorded value of this default is $13,960,334.




**IMPACT
      OF INFLATION**




Inflation
      has not had a material effect on our results of operations.




**SEASONALITY**




The
      seasons of the year have no material impact on the Company’s products or
      services.




**FINANCIAL
      LIQUIDITY AND CAPITAL RESOURCES**




We
        have
        experienced net losses and negative cash flows from operations and investing
        activities for the fiscal years 2007 and 2006. The aggregate losses from
        operations and net losses for the last two fiscal years aggregated $7,873,630
        and $22,188,341, respectively and cash consumed from operating and investing
        activities in both years aggregated $4,023,922. We have funded our operations
        to
        date by borrowings from third parties and investors, a substantial portion
        of
        which are convertible into our common stock. In fiscal 2007 we completed
        a long
        term convertible debt financing in the gross amount of $3,000,000.




**OFF
      BALANCE SHEET ARRANGEMENTS**




Not
      applicable.




**SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**




10




**Basis
      for Presentation**




Our
      financial statements have been prepared on an accrual basis of accounting,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America. These principles contemplate the realization of assets and liquidation
      of liabilities in the normal course of business. The preparation of financial
      statements in conformity with accounting principles generally accepted in the
      United States of America requires us 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
      reported amounts of revenues and expenses during the reporting periods. Actual
      results could differ from those estimates.




**Revenue
      Recognition**




The
      Company recognizes revenue from product sales when persuasive evidence of a
      sale
      exists: that is, a product is shipped under an agreement with a customer; risk
      of loss and title has passed to the customer; the fee is fixed or determinable;
      and collection of the resulting receivable is reasonably assured. Sales
      allowances are estimated based upon historical experience of sales
      returns.




**Impairment
      of Long-Lived Assets**




Long-lived
      assets consist primarily of property and equipment and patents. The
      recoverability of long-lived assets is evaluated by an analysis of operating
      results and consideration of other significant events or changes in the business
      environment. If impairment exists, the carrying amount of the long-lived assets
      is reduced to its estimated fair value, less any costs associated with the
      final
      settlement. As of March 31, 2007, we believed there was no impairment of
      our long-lived assets.




**Pervasiveness
      of Estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires the Company 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. On an on-going basis, the Company evaluates estimates and
      judgments, including those related to revenue, bad debts, inventories, fixed
      assets, intangible assets, stock based compensation, income taxes, and
      contingencies. Estimates are based on historical experience and on various
      other
      assumptions that the Company believes reasonable in the circumstances. The
      results form the basis for making judgments about the carrying values of assets
      and liabilities that are not readily apparent from other sources. Actual results
      could differ from those estimates.




**Accounts
      Receivable and Allowance for Doubtful Accounts**




Revenues
      are recognized at the time of shipment of products to customers, or at the
      time
      of transfer of title. Shipping and handling costs that are included in a sales
      transition are reported as revenues. In addition, the Company provides an
      allowance for doubtful accounts when management estimates collection to be
      to be
      uncertain. Accounts receivable are continually reviewed to determine which,
      if
      any, accounts are doubtful of collection. The Company considers current economic
      conditions, industry activity, long term customer relationship and history
      to
      determine the appropriate allowance amount.




**Research
      and Development Costs**




We
      expense research and development costs as incurred. The Company’s future
      requires that it continue to invest in various research, testing and development
      programs in order to continually improve its products, develop new products
      as
      well as keep pace with the continual changes occurring within our industry.
      Projects that have not yet reached technological feasibility are expensed.




**Inventories**




We
      write down inventories for estimated obsolescence to estimated market value
      based upon assumptions about future demand and market conditions. If actual
      market conditions are less favorable than those projected, then additional
      inventory write-downs may be required.




11




**Patents
      and Registrations**




Patents
      and registrations consist of the costs incurred to purchase patent rights or
      obtain regulatory approval of our products and are reported net of accumulated
      amortization. Patents and registrations are amortized using the straight-line
      method over a period based on their estimated useful lives.




**Stock
      Based Compensation**




In
      December 2004, the Financial Accounting Standards Board issued SFAS
      No. 123R, “Share-Based Payment.” Subsequently, the Securities and Exchange
      Commission (“SEC”) provided for a phase-in implementation process for SFAS
      No. 123R, which required adoption of the new accounting standard no later
      than January 1, 2006. SFAS No. 123R requires accounting for stock
      options using a fair-value-based method as described in such statement and
      recognize the resulting compensation expense in our financial statements. Prior
      to January 1, 2006, we accounted for employee stock options using the
      intrinsic value method under APB No. 25, “Accounting for Stock Issued to
      Employees” and related Interpretations, which generally results in no employee
      stock option expense. We adopted SFAS No. 123R on January 1, 2006 and
      do not plan to restate financial statements for prior periods. If we issue
      stock
      options we will be using the binomial option valuation model in estimating
      the
      fair value of the stock option awards issued under SFAS No. 123R. The
      adoption of SFAS No. 123R has a material impact on our results of
      operations.




For
      the
      year ended March 31, 2007, equity compensation in the form of stock grants
      of restricted stock totaled $502,000 to employees and $84,000 for consulting
      services. For the year ended March 31, 2006, equity compensation in the
      form of stock grants totaled $1,115,400 to employees and $600,000 for consulting
      services.




**Recent
      Accounting Pronouncements**




In
      February 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS
      No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments, an amendment of FASB Statements
      No. 133 and 140* ”.
      This
      Statement resolves issues addressed in Statement 133 Implementation Issue
      No. D1, “Application of Statement 133 to Beneficial Interest in Securitized
      Financial Assets.” This pronouncement will be effective on the fiscal year
      beginning after September 15, 2006. Currently, the Company does not have
      any derivative instruments or participate in any hedging activities, and
      therefore the adoption of SFAS No. 155 is not expected to have a material
      impact on the Company’s financial position or results of
      operations.




In
      March 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS
      No. 156, “ *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement
      No. 140* ”.
      This
      Statement requires recognition of servicing a financial asset by entering into
      a
      servicing contract in certain situations. This pronouncement will be effective
      on the fiscal year beginning after September 15, 2006. Currently, the
      Company does not have any servicing asset or liability, and therefore the
      adoption of SFAS No. 156 is not expected to have a material impact on the
      Company’s financial position or results of operations.




In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes — an interpretation of FASB
      No. 109* ”
(“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in a company’s financial statements in accordance with SFAS No. 109 and
      provides guidance on recognizing, measuring, presenting and disclosing in the
      financial statements tax positions that a company has taken or expected to
      take
      on a tax return. FIN 48 is effective for the Company as of April 1, 2007.
      The Company is currently evaluating the impact that the adoption of FIN 48
      will
      have on its financial position and results of operation.




In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measures* ”.
      This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles (GAAP), expands disclosures about
      fair value measurements, and applies under other accounting pronouncements
      that
      require or permit fair value measurements. SFAS No. 157 does not require
      any new fair value measurements. However, the FASB anticipates that for some
      entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, which for the Company is the fiscal year
      beginning April 1, 2008. The Company is currently evaluating the impact of
      SFAS No. 157 but does not expect that it will have a material impact on its
      financial statements.




12




In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* ”.
      This
      Statement requires an employer to recognize the over funded or under funded
      status of a defined benefit post retirement plan (other than a multiemployer
      plan) as an asset or liability in its statement of financial position, and
      to
      recognize changes in that funded status in the year in which the changes occur
      through comprehensive income. SFAS No. 158 is effective for fiscal years ending
      after December 15, 2006. The implementation of SFAS No. 158 did not have
      any impact on the Company’s financial position and results of
      operations.




In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ”.
      This
      Statement permits entities to choose to measure many financial assets and
      financial liabilities at fair value. Unrealized gains and losses on items for
      which the fair value option has been elected are reported in earnings. SFAS
      No. 159 is effective for fiscal years beginning after November 15,
      2007. The Company is currently assessing the impact of SFAS No. 159 on its
      financial position and results of operations.




In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”)
      No. 108, “ *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* .” SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements
      should be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB No. 108 is effective for periods
      ending after November 15, 2006. The implementation of SAB No. 108 did
      not have any impact on the Company’s financial position and results of
      operations.




**RISKS
      RELATING TO OUR BUSINESS**




We
      are subject to a number of risks that could have a significant impact on the
      Company, its shareholders and lenders. Some of these are detailed
      below.




**We
      may not have effective internal controls if we fail to remedy any deficiencies
      we may identify in our system of internal controls.**




In
      preparation for the annual report of management regarding our evaluation of
      our
      internal controls that is required to be included in our annual report for
      the
      year ended March 31, 2008 by Section 404 of the Sarbanes-Oxley Act of
      2002, we will need to assess the adequacy of our internal control, remediate
      any
      weaknesses that may be identified, validate that controls are functioning as
      documented and implement a continuous reporting and improvement process for
      internal controls. We may discover deficiencies that require us to improve
      our
      procedures, processes and systems in order to ensure that our internal controls
      are adequate and effective and that we are in compliance with the requirements
      of Section 404 of the Sarbanes -Oxley
      Act. If the deficiencies are not adequately addressed, or if we are unable
      to
      complete all of our testing and any remediation in time for compliance with
      the
      requirements of Section 404 of the Sarbanes-Oxley Act and the SEC rules
      under it, we would be unable to conclude that our internal controls over
      financial reporting are designed and operating effectively, which could
      adversely affect our investor confidence in our internal controls over financial
      reporting.




**Change
      in Marketing and Sales Approach**




**** We
      may
      experience a reduction in sales and marketing activity due to the Company’s
      significant change in the performance of these functions. The Company has
      reduced its in house sales staff and is transitioning to an outside sales
      representative and an independent distributor strategy. There can be no
      assurance that this strategy will not damage customer relationships as well
      as
      have a negative impact on revenues.




**The
      loss of or a substantial reduction in, or change in the size or timing of,
      orders from distributors could harm our business**  *.*




The
      Company’s sales strategy is to establish long term contracts with independent
      sales representatives and fuel and lubrications distributors. Our goal is to
      convince the sales rep/distributor to invest a substantial amount of their
      resources into selling the Company’s products to both current and future
      customers. Although we believe we have established good relationships with
      these
      sales organizations, there can be no assurances that this sales strategy will
      be
      successful and that we can maintain a long term relationship with these
      companies.




13




**We
      do not have long term commitments from our suppliers and
      manufacturers.**




We
      may experience shortages of supplies and inventory because we do not have
      long-term agreements with our suppliers or manufacturers. The success of our
      Company is dependent on our ability to provide our customers with our products.
      Although we manufacture most of our products, we are dependent on our suppliers
      for component parts which are necessary for our manufacturing operations. In
      addition, certain of our present and future products and product components
      are
      (or will be) manufactured by third party manufacturers. Since we have no
      long-term contracts or other contractual assurances with these manufacturers
      for
      continued supply, pricing or access to component parts, no assurance can be
      given that such manufacturers will continue to supply us with adequate
      quantities of products at acceptable levels of quality and price. While we
      believe that we have good relationships with our suppliers and our
      manufacturers, if we are unable to extend or secure manufacturing services
      or to
      obtain component parts or finished products from one or more manufacturers
      on a
      timely basis and on acceptable terms, our results of operations could be
      adversely affected.




**We
      face intense competition, and many of our competitors have substantially greater
      resources than we do.**




We
      operate in a highly competitive environment. In addition, the competition in
      the
      market for fuel and engine enhancement additive products may intensify in the
      future as demands for greater efficiencies in vehicle mileage and pollutant
      reductions are demanded and legislated. There are numerous well-established
      companies and smaller entrepreneurial companies based in the United States
      with
      significant resources who are developing and marketing products and services
      that will compete with our products. In addition, many of our current and
      potential competitors have greater financial, operational and marketing
      resources. These resources may make it difficult for us to compete with them
      in
      the development and marketing of our products, which could harm our
      business.




**Our
      success will depend on our ability to update our technology to remain
      competitive.**




The
      engine and fuel additive industry is subject to technological change. As
      technological changes occur in the marketplace, we may have to modify our
      products in order to become or remain competitive. While we are continuing
      our
      research and development in new products in efforts to strengthen our
      competitive advantage, no assurances can be given that we will successfully
      implement technological improvements to our products on a timely basis, or
      at
      all. If we fail to anticipate or respond in a cost-effective and timely manner
      to government requirements, market trends or customer demands, or if there
      are
      any significant delays in product development or introduction, our revenues
      and
      profit margins may decline which could adversely affect our cash flows,
      liquidity and operating results.




**We
      depend on market acceptance and recognition of the products of our customers.
      If
      our products do not gain market acceptance, our ability to compete will be
      adversely affected.**




The
      fuel additive and engine additive industry is noted for manufacturing products
      that are ineffective and have no economic value. Although the Company has
      developed unique products that have been tested by independent testing and
      research facilities to verify the Company’s claims, there can be no assurance
      that these tests and related marketing materials will gain acceptance in the
      marketplace. If we cannot convince new customers to purchase our products,
      our
      revenues will be negatively affected.




**Failure
      to meet customers’ expectations or deliver expected performance of our products
      could result in losses and negative publicity, which will harm our
      business** .




If
      our products fail to perform in the manner expected by our customers, then
      our
      revenues may be delayed or lost due to adverse customer reaction, negative
      publicity about us and our products, which could adversely affect our ability
      to
      attract or retain customers. Furthermore, disappointed customers may initiate
      claims for substantial damages against us, regardless of our responsibility
      for
      such failure.




14




**We
      may have difficulty managing our growth.**




We
      have been experiencing significant growth in the scope of our operations and
      the
      number of our employees. This growth has placed significant demands on our
      management as well as our financial and operational resources. In order to
      achieve our business objectives, we anticipate that we will need to continue
      to grow. If this growth occurs, it will continue to place additional significant
      demands on our management and our financial and operational resources, and
      will
      require that we continue to develop and improve our operational, financial
      and
      other internal controls. Further, to date our business has been primarily in
      the
      United State, Canada and Mexico and were we to launch sales and distribution
      in
      other countries outside North America, we would further increase the challenges
      involved in implementing appropriate operational and financial systems,
      expanding manufacturing capacity and scaling up production, expanding our sales
      and marketing infrastructure and capabilities and providing adequate training
      and supervision to maintain high quality standards. The main challenge
      associated with our growth has been, and we believe will continue to be, product
      recognition, and effective marketing and advertising campaigns. Our inability
      to
      scale our business appropriately or otherwise adapt to growth would cause our
      business, financial condition and results of operations to
      suffer.




**If
      we are unable to protect our intellectual property rights or our intellectual
      property rights are inadequate, our competitive position could be harmed or
      we
      could be required to incur expenses to enforce our rights**  *.*




Our
      future success will depend, in part, on our ability to obtain and maintain
      patent protection for our products and technology, to preserve our trade secrets
      and to operate without infringing the intellectual property of others. In part,
      we rely on patents to establish and maintain proprietary rights in our
      technology and products. While we hold licenses to a number of issued patents
      and have other patent applications pending on our products and technology,
      we
      cannot assure you that any additional patents will be issued, that the scope
      of
      any patent protection will be effective in helping us address our competition
      or
      that any of our patents will be held valid if subsequently challenged. Other
      companies also may independently develop similar products, duplicate our
      products or design products that circumvent our patents.




In
      addition, if our intellectual property rights are inadequate, we may be exposed
      to third-party infringement claims against us. Although we have not been a
      party
      to any infringement claims and are currently not aware of any anticipated
      infringement claim, we cannot predict whether third parties will assert claims
      of infringement against us, or whether any future claims will prevent us from
      operating our business as planned. If we are forced to defend against
      third-party infringement claims, whether they are with or without merit or
      are
      determined in our favor, we could face expensive and time-consuming litigation.
      If an infringement claim is determined against us, we may be required to pay
      monetary damages or ongoing royalties. In addition, if a third party
      successfully asserts an infringement claim against us and we are unable to
      develop suitable non-infringing alternatives or license the infringed or similar
      intellectual property on reasonable terms on a timely basis, then our business
      could suffer.




**If
      we are unable to meet customer demand or comply with quality regulations, our
      sales will suffer**  *.*




During
      the year ended March 31, 2007 we acquired our own manufacturing, production
      and
      bottling plant in Durant Oklahoma. We manufacture and blend many of our products
      at this facility. In order to achieve our business objectives, we will need
      to
      significantly expand our capabilities to produce the quantities necessary to
      meet demand. We may encounter difficulties in scaling-up production of our
      products, including problems involving production capacity and yields, quality
      control and assurance, component supply and shortages of qualified personnel.
      In
      addition, our manufacturing facilities are subject to periodic inspections
      by
      governmental regulatory agencies. Our success will depend in part upon our
      ability to manufacture our products in compliance with regulatory requirements.
      Our business will suffer if we do not succeed in manufacturing our products
      on a
      timely basis and with acceptable manufacturing costs while at the same time
      maintaining good quality control and complying with applicable regulatory
      requirements.




**Substantially
      all of our assets are secured under a credit facility with a group of lenders
      and in the event of default under the credit facility we may lose all of our
      assets.**




The
      Company has entered into two separate financing arrangements whereby both
      lenders have collateralized their loans with substantially all of our assets.
      In
      the event of default of either credit facility, the Company could loose all
      of
      its assets which would make it difficult to continue operations at our current
      facilities. The Company would be forced to move its operations and to find
      additional third party manufacturing, if possible, that would agree to produce
      our products at our current prices. Our business would suffer and our ability
      to
      raise any additional funds would be negatively impacted, both of which would
      impact our ability to continue in business.




15




**We
      may not be able to secure additional financing to meet our future capital
      needs.**




We
      anticipate needing significant capital to manufacture product, carry adequate
      inventory levels and continue or further develop our existing products and
      introduce new products, increase awareness of our brand names and expand our
      operating and management infrastructure as we grow sales. We may use capital
      more rapidly than currently anticipated. Additionally, we may incur higher
      operating expenses and generate lower revenue than currently expected, and
      we
      may be required to depend on external financing to satisfy our operating and
      capital needs. We may be unable to secure additional debt or equity financing
      on
      terms acceptable to us, or at all, at the time when we need such funding. If
      we
      do raise funds by issuing additional equity or convertible debt securities,
      the
      ownership percentages of existing stockholders would be reduced, and the
      securities that we issue may have rights, preferences or privileges senior
      to
      those of the holders of our common stock or may be issued at a discount to the
      market price of our common stock which would result in dilution to our existing
      stockholders. If we raise additional funds by issuing debt, we may be subject
      to
      debt covenants, such as the debt covenants under our secured credit facility,
      which could place limitations on our operations including our ability to declare
      and pay dividends. Our inability to raise additional funds on a timely basis
      would make it difficult for us to achieve our business objectives and would
      have
      a negative impact on our business, financial condition and results of
      operations.




**If
      we cannot build and maintain strong brand loyalty our business may
      suffer.**




We
      believe that the importance of brand recognition will increase as more companies
      produce competing products. Development and awareness of our brands will depend
      largely on our ability to advertise and market successfully. If we are
      unsuccessful, our brands may not be able to gain widespread acceptance among
      consumers. Our failure to develop our brands sufficiently would have a material
      adverse effect on our business, results of operations and financial
      condition.




***Risks
      Relating To Our Common Stock***




**There
      is a limited public trading market for our common stock.**




Our
      Common Stock presently trades on the Over the Counter Bulletin Board under
      the
      symbol “EMHD.OB.” We cannot assure you, however, that such market will continue
      or that you will be able to liquidate your shares acquired at the price you
      paid
      or otherwise. We also cannot assure you that any other market will be
      established in the future. The price of our common stock may be highly volatile
      and your liquidity may be adversely affected in the future.




**We
      have a substantial number of shares authorized but not yet
      issued.**




Our
      Articles of Incorporation authorize the issuance of up to 250,000,000 shares
      of
      common stock and 1,000,000 preferred capital shares. Our Board of Directors
      has
      the authority to issue additional shares of common stock and to issue options
      and warrants to purchase shares of our common stock without stockholder
      approval. Future issuance of common stock and preferred stock could be at values
      substantially below current market prices and therefore could represent further
      substantial dilution to our stockholders. In addition, the Board could issue
      large blocks of voting stock to fend off unwanted tender offers or hostile
      takeovers without further shareholder approval.




**We
      have historically not paid dividends and do not intend to pay
      dividends.**




We
      have historically not paid dividends to our stockholders and management does
      not
      anticipate paying any cash dividends on our common stock to our stockholders
      for
      the foreseeable future. The Company intends to retain future earnings, if any,
      for use in the operation and expansion of our business.




**ITEM
      7 — FINANCIAL STATEMENTS**




The
      Financial Statements that constitute Item 7 are included at the end of this
      report beginning on Page F-1.




**ITEM
      8 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





On
      May
      29, 2007, we dismissed Killman Murrell & Company, P.C. as our independent
      accountants and appointed Semple, Marchal & Cooper, LLP as our independent
      accountants for the year ending March 31, 2007. This is a change in accountants
      recommended by our Executive Management and approved by our Board of Directors.




16




The
      change in accountants does not result from any dissatisfaction with the quality
      of professional services rendered by Killman Murrell & Company, P.C. as our
      independent accountants.




The
      former auditors opinions for the three years ended March 31, 2006 contained
      no
      adverse, disclaimer or modification as to uncertainty of opinion.




For
      the
      three years ended March 31, 2006 there were no disagreements with the former
      auditors that would have lead them to make reference to the subject matter
      in
      their reports.




**ITEM
      8A. CONTROLS AND PROCEDURES**




**Evaluation
      of Disclosure Controls and Procedures**




Under
      the supervision and with the participation of our management, including our
      Chief Executive Officer and our Chief Financial Officer, we evaluated the
      effectiveness of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
      as amended. Based upon that evaluation, our principal executive officer and
      principal financial officer concluded that our disclosure controls and
      procedures were effective as of the end of the period covered by this annual
      report.




**Changes
      in internal control over Financial Reporting**




There
      has been no change in our internal control over financial reporting during
      the
      quarter ended March 31, 2007 that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B. OTHER INFORMATION**




None.




**PART
      III**




**ITEM
      9 — DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





The
      following persons are our executive officers and directors as of the date
      hereof:




**Name**
            
            **Age**
            
            **Position**Edmond
                Lonergan
            
            61
            
            Chairman,
                President, SecretaryJames
                Marshall
            
            62
            
            Chief
                Financial Officer, DirectorKenneth
                Bennett
            
            48
            
            VP
                Dist. Ops., DirectorEdward
                Miller
            
            64
            
            DirectorPat
                Choate
            
            66
            
            Director





The
      following is a brief account of the education and business experience during
      at
      least the past five years of each director, executive officer and key employee,
      indicating the principal occupation during that period, and the name and
      principal business of the organization in which such occupation and employment
      were carried out.





**Edmond
      Lonergan** has been
      our Chief Executive Officer and a director since March 2006 and the President
      and Chief Executive Officer of EMTA Corp. since October 2004. He is also the
      founder of and, since 1996, has been active at Corporate Architects, Inc.,
      a
      Scottsdale, Arizona-based consulting firm that provides mergers and acquisitions
      advice to public and private companies. Corporate Architects has extensive
      experience in reverse mergers, investment banking, and business and management
      consulting. Prior thereto he was involved in various capacities at a number
      of
      companies in the financial services, electronics and data processing industries.
      Mr. Lonergan spends approximately 85% of his time working for us.




17




**James
      Marshall** has been
      our Chief Financial Officer since June 2006. Mr. Marshall has held certain
      accounting licensure from the states of Arizona, Michigan, California, Illinois
      and Florida. Mr. Marshall has been a director of REIT Americas, Inc. since
      August 2005 and Chief Financial Officer since March of 2007. He has and
      continues to be the chief financial officer for Safepay Solutions, Inc. since
      March of 2006. Mr. Marshall was chief financial officer for Bronco Energy Fund,
      Inc. from December 2004 through April 2006, and a director and chairman of
      the
      audit committee of Fidelis Energy, Inc. from October 2003 through February
      2005.
      Mr. Marshall was the founder and chief executive officer of Residential
      Resources Mortgage Investments Corporation, RRR AMEX, a mortgage based REIT
      with
      assets in excess of $400 million and a staff of 42. Prior to March 1985, Mr.
      Marshall was the National Finance Partner for Kenneth Leventhal & Company
      and was Managing Partner of that firms Phoenix Office for five years. Career
      experiences include responsibilities for major land acquisitions and
      dispositions and their structuring. His audit and tax experience included
      publicly-held companies for which Mr. Marshall was responsible for banks,
      savings and loan associations, real estate developers, mortgage bankers,
      insurance companies, builders and contractors. Mr. Marshall has more than 35
      years accounting, audit and tax experience on a wide range of public and private
      companies. Mr. Marshall spends approximately 85% of his time working for
      us.





**Kenneth
      Bennett is the Vice President of fuel distribution operations
      and** has been
      a director since 2007. From 1998 through 2006 Mr. Bennett was an Arizona State
      Senator and President of the Senate during the last four years. He has served
      on
      numerous State committees, the Arizona State Board of Education, Governor’s Task
      Force on Education Reform and the Education Leaders Council in Washington,
      D.C.
      Mr. Bennett has been President of Bennett Oil Co. in Prescott Arizona since
      1984, a regional fuel distribution company.





**Edward
      A. Miller** has been
      a director since 2006. Since February 1996, Mr .Miller has been president and
      director of DSI Consulting, a business consulting firm in Florida and New
      Hampshire. For over forty years, Mr. Miller has served in senior management
      roles leading and managing a series of for-profit and not-for-profit
      organizations designed to develop, enhance and further the growth, capabilities
      and competitiveness of US companies and government agencies involved in the
      education, healthcare, environmental, energy, national security and
      manufacturing sectors. Mr. Miller’s education was acquired at the Western New
      England College where he received his Bachelor of Science degree in Mechanical
      Engineering. He has also completed all graduate courseware towards MSEE at
      the
      University of Massachusetts.





**Pat
      Choate** has been
      a director since May 2006. Pat Choate is a political economist, think tank
      strategist, policy analyst, and author who studies U.S. competitiveness and
      public policy. Presently, he directs a Washington-based policy institute, the
      Manufacturing Policy Project, and teaches Advanced Issues Management at George
      Washington University's Graduate School of Political Management. Mr. Choate
      also
      co-hosts the nationally syndicated weekly radio program "The Week Ahead." Since
      the beginning in July 2006, Pat has been a nightly newsmaker on a Washington
      radio show hour where he discusses the issues of the day with guests in the
      news
      and the call in audience. Mr. Choate has a varied career in the private and
      public sectors. His public positions include that of economic advisor to two
      Governors of the State of Oklahoma, Commissioner of Economic Development for
      the
      State of Tennessee, and senior positions in the Federal Government at the US
      Commerce Department and the Office of Management and Budget. In the 1980’s, Pat
      Choate was Vice President for Policy for TRW, a diversified multinational
      corporation. Mr. Choate is the author of six books, dozens of monographs, and
      hundreds of articles on competitiveness, management, and public policy. Today,
      he is Director of the Manufacturing Policy Project, a Washington based public
      policy institute. He received




**Board
      of Directors**





Our
      bylaws state that the Board of Directors shall consist of not less than one
      person. The specific number of Board members within this range is established
      by
      the Board of Directors and is currently set at three. The terms of all directors
      will expire at the next annual meeting of our company's stockholders, or when
      their successors are elected and qualified. Directors are elected each year,
      and
      all directors serve one-year terms. Officers serve at the pleasure of the Board
      of Directors. There are no arrangements or understandings between our company
      and any other person pursuant to which he was or is to be selected as a
      director, executive officer or nominee. There are no other persons whose
      activities are material or are expected to be material to our company's
      affairs.




The
      Board
      of Directors met three times during fiscal 2007 and acted by unanimous written
      consent two times. During that time, each Board member attended all of the
      meetings of the Board held during that period.




18




Board
      of Directors -
      Committees




We
      have
      an Audit Committee and a Compensation Committee.




*Audit
      Committee.* The
      Audit Committee, currently consisting of Mr. Miller and Mr. Choate, reviews
      the
      audit and control functions of EMTA Holdings, Inc., the Company’s accounting
      principles, policies and practices and financial reporting, the scope of the
      audit conducted by our company's auditors, the fees and all non-audit services
      of the independent auditors and the independent auditors' opinion and letter
      of
      comment to management and management's response thereto. The Audit Committee
      was
      designated on October 1, 2005 and held two meetings during the fiscal year
      ended
      March 31, 2006 and two meetings during the year ended March 31,
      2007.




*Compensation
      Committee.* The
      Compensation Committee is currently comprised of two non-employee Board members,
      Pat Choate and Edward Miller. The Compensation Committee reviews and recommends
      to the Board the salaries, bonuses and prerequisites of our company's executive
      officers. The Compensation Committee also reviews and recommends to the Board
      any new compensation or retirement plans and administers such plans. No
      executive officer of our company serves as a member of the board of directors
      or
      compensation committee of any other entity that has one or more executive
      officers serving as a member of our company's Board of Directors or Compensation
      Committee. The Compensation Committee held one meeting during the fiscal year
      ended March 31, 2007.




**Audit
      Committee Financial Expert**




The
      Company has a standing Audit Committee that includes two members. Mr. Miller
      has
      been designated as the "Audit Committee Financial Expert," as defined by
      Regulation S-K, and is an “independent” director, as defined under the rules of
      NASDAQ National Stock Market and the SEC rules and regulations.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires our executive officers and directors, and persons who beneficially
      own
      more than ten percent of our common stock, to file initial reports of ownership
      and reports of changes in ownership with the SEC. Executive officers, directors
      and greater than ten percent beneficial owners are required by SEC regulations
      to furnish us with copies of all Section 16(a) forms they file. Based upon
      a
      review of the copies of such forms furnished to us and written representations
      from our executive officers and directors, we believe that as of the date of
      this filing they were current in their filings.




**ITEM
      10 — EXECUTIVE COMPENSATION**




The
      following table sets forth the compensation of the Company’s Chief Executive
      Officer and director and each of the Company’s four other most highly
      compensated executive officers during the last three fiscal years of the
      Company. The remuneration described in the table does not include the cost
      to
      the Company of benefits furnished to the named executive officers, including
      premiums for health insurance and other benefits provided to such individual
      that are extended in connection with the conduct of the Company’s
      business.




19




***Summary******Compensation
      Table***






SUMMARY
                COMPENSATION TABLEName
                and Principal Position
            
            Year
            
            Salary
              ($)
            
            Stock
              Awards
              ($)
              (4)
            
            Total
              ($)Edmond
                L. Lonergan, Chief Executive Officer, President and Director, Principle
                Executive (1)
            
            
            2007
              2006
            
            $
              $
            104,000
              90,000
            
            $
            160,000
              -
            $
              $
            264,000
              90,000James
                C. Marshall, Chief Financial Officer, Secretary, Treasurer and Director,
                Principle Accounting Officer (2)
            
            
            2007
              2006
            
            $
            90,000
              -
            
            $
              $
            56,000
              8,000
            $
              $
            146,000
              8,000Kenneth
                Bennett, VP Distribution Operations and Director (3)
            
            
            2007
            
            $
            11,442
            
            $
            80,000
            $
            91,442






(1)
            Includes
                compensation paid by predecessor company, EMTA Corporation, prior
                to March
                31, 2006 reverse merger.(2)
            Received
                no compensation prior to 2006 fiscal year(3)
            Received
                no compensation prior to 2007 fiscal year.(4)
            Based
                on fair market value of common stock on date of
                award.




There
      were no outstanding equity awards at the end of the year.




***Compensation
      of Directors***




**DIRECTOR
                COMPENSATION
                TABLE****Name**
            
            **Fees
                earned or**
              **Paid
                in Cash**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Total**
              **($)****Pat
                Choate**
            
            **$**
            **-**
            
            **$**
            **6,000**
            
            **$**
            **6,00**




**ITEM
      11 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





The
      following tables present information, to the best of the Company’s knowledge,
      about the beneficial ownership of its common stock on July 20, 2007 relating
      to
      the beneficial ownership of the Company’s common stock by those persons known to
      beneficially own more than 5% of the Company’s capital stock and by its
      directors and executive officers. The percentage of beneficial ownership for
      the
      following table is based on 40,696,004 shares of common stock
      outstanding.




Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and does not necessarily indicate beneficial ownership
      for
      any other purpose. Under these rules, beneficial ownership includes those shares
      of common stock over which the stockholder has sole or shared voting or
      investment power. It also includes shares of common stock that the stockholder
      has a right to acquire within 60 days through the exercise of any option,
      warrant or other right. The percentage ownership of the outstanding common
      stock, however, is based on the assumption, expressly required by the rules
      of
      the Securities and Exchange Commission, that only the person or entity whose
      ownership is being reported has converted options or warrants into shares of
      our
      common stock.




20




*Security
      Ownership of Certain Beneficial Owners*




Name
                and Address of
            
            Amount
                of
            
            Perc
                entBeneficial
                Owner
            Beneficial
                Ownership
            of
                Class (1)Michael
                Brannon
            
            7,033,486
            
            17.3
            %7430
                E. Butherus Dr.Scottsdale,
                AZ 85260Pyrrha
                Lily Lo
            
            2,427,200
            
            6.0
            %7430
                E. Butherus Dr.Scottsdale,
                AZ 85260Laurel
                Gooch
            
            2,416,852
            
            6.0
            %7430
                E. Butherus Dr.Scottsdale,
                AZ 85260Edmond
                Lonergan
            
            3,404,834
            
            8.4
            %Chairman,
                President7430
                E. Butherus Dr.Scottsdale,
                AZ 85260All
                officers and directors as
            
            5,609,834
            (2)
            13.8
            %a
                group (5 persons)




(1)
            Rounded
                to the nearest tenth of a percent.(2)
            Includes
                shares beneficially owned by Edmond Lonergan included in this
                table.




*Security
      Ownership of Management*




Name
                  and Address of
              
              
              Amount
                  of
              
              
              PercentBeneficial
                  Owner
              
              
              Beneficial
                  Ownership
              
              
              of
                  Class (1)Edmond
                  Lonergan
                Chairman,
                  President
                7430
                  E. Butherus Dr.
                Scottsdale,
                  AZ 85260
              
              
              3,404,834
              
              
              8.4
              %James
                  Marshall
                Chief
                  Financial Officer
                7430
                  E. Butherus Dr.
                Scottsdale,
                  AZ 85260
              
              
              900,000
              
              
              2.2
              %Kenneth
                  BennettVice
                  President and Director7430
                  E. Butherus Dr.Scottsdale,
                  AZ 85260
              
              
              1,000,000
              
              
              2.5
              %Edward
                  Miller
                Director
                7430
                  E. Butherus Dr.
                Scottsdale,
                  AZ 85260
              
              
              215,000
              
              
              0.5
              %Pat
                  ChoateDirector7430
                  E. Butherus Dr.Scottsdale,
                  AZ 85260
              
              
              90,000
              
              
              0.2
              %Total
              
              
              5,609,834
              
              
              13.8
              %




(1)
            Rounded
                to the nearest tenth of a percent.




21




**ITEM
      12 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.**





We
      have
      not been a party to any transaction, proposed transaction, or series of
      transactions in which the amount involved exceeds $60,000, and in which, to
      its
      knowledge, any of its directors, officers, five percent beneficial security
      holder, or any member of the immediate family of the foregoing persons has
      had
      or will have a direct or indirect material interest except that during 2007,
      Michael Brannon loaned the Company $200,000 on a short term note which requires
      repayment plus interest plus warrants to acquire 100,000 shares of common stock
      at $0.75 per share.




**ITEM
      13. EXHIBITS**




The
      information required by this Item is set forth in the section of this Annual
      Report entitled “EXHIBIT INDEX” and is incorporated herein by
      reference.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




The
      Company engaged Killman, Murrell & Company, Odessa, Texas (“KM&C”) as
      the company’s independent accountants to audit the Company’s financial
      statements for the fiscal year ending March 31, 2006. On May 29, 2007, the
      board of Directors authorized engaging Semple, Marchal & Cooper, LLP (“SMC”)
      as the Company’s new independent accountants to audit the Company’s financial
      statements for the fiscal year ending March 31, 2007.




Audit
      Fees. The aggregate fees paid for the annual audit of financial statements
      included in our Registration Sattements including the year ended March 31,
      2006 amounted to approximately $90,000 and the review of our quarterly reports
      for the year, ended March 31, 2007 and acquisition audit amounted to
      approximately $56,800 paid to KM&C.




Audit
      Related Fees. For the year ended March 31, 2006, we paid $-0- and $9,625 to
      KM&C for other audit related fees including the audit of a company
      acquisition during the year ended March 31, 2007.




TaxFees.
      For the years ended March 31, 2007 and March 31, 2006, we paid no fees
      to KM&C for tax fees.




All
      Other
      Fees. For the year ended March 31, 2007 and March 31, 2006, we paid no
      fees to KM&C for any non-audit services.




The
      above-mentioned fees are set forth as follows in tabular form:






2007
            
            2006Audit
                Fees
            
            $
            47,175
            
            $
            90,000Audit
                Related Fees
            
            
            9,625
            
            
            -0-Tax
                Fees
            
            
            -0-
            
            
            -0-All
                Other Fees
            
            
            -0-
            
            
            -0-




The
      Company’s independent Directors of the Board of Directors serves as the Audit
      Committee and has unanimously approved all audit and non-audit services provided
      by the independent auditors. The independent accountants and management are
      required to periodically report to the Board of Directors regarding the extent
      of services provided by the independent accountants, and the fees for the
      services performed to date. There have been no non-audit services provided
      by
      our independent accountant for the year ended March 31, 2007.




22




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) the Registrant caused this report to be signed
      on its behalf by the undersigned, thereunto duly authorized.




**EMTA
                Holdings, Inc.**Dated:
                August14,
                2007
            By:
            /s/
                Edmond L. LonerganBy:
                Edmond L. LonerganIts:
                Chief Executive Officer (Principal Executive Officer) and
                Director


Dated:
                August 14, 2007
            By:
            /s/
                James C. MarshallBy:
                James C. MarshallIts:
                Chief Financial Officer (Principal
                Financial
                  Officer and Principal
                Accounting
                  Officer)




In
      accordance with the Exchange Act, this report has been signed by the following
      persons on behalf of the registrant and in the capacities and on the dates
      indicated.




Dated:
                  August 14, 2007
              
              
              /s/
                  Edmond L. LonerganEdmond
                  L. Lonergan — Chief Executive Officer and Director
 Dated:
                  August 14, 2007
              
              
              /s/
                  James C. MarshallJames
                  C. Marshall**—**Chief Financial Officer and Director


Dated:
                August 14, 2007
            
            
            /s/
                Kenneth BennettKenneth
                Bennett -VP Distribution Operations and Director


Dated:
                August 14, 2007
            
            
            /s/
                Ed MillerEd
                Miller — Director


Dated:
                August 14, 2007
            
            
            /s/
                Pat ChoatePat
                Choate — Director




23











**EXHIBIT
      INDEX**




Number
              
              Exhibit2.1
              
              Purchase
                  and Sale Agreement dated as of January 5, 2007 between Dyson Properties,
                  Inc. and ATME Acquisitions, Inc., and wholly owned subsidiary of
                  EMTA
                  Holdings, Inc. (2)3.1
              
              Certificate
                  of Incorporation (1)3.2
              
              By-Laws
                  (1)4.1
              
              Form
                  of Callable Secured Convertible Note (1)4.2
              
              Form
                  of Stock Purchase Warrant (1)4.3
              
              Amendment
                  to Warrant (1)10.1
              
              Agreement,
                  dated October 1, 2004, between EMTA Corp. and Corporate Architects,
                  Inc.
                  (1)10.2
              
              Agreement,
                  dated June 15, 2006, between the Company and James Marshall
                  (1)10.3
              
              Securities
                  Purchase Agreement, dated April 28, 2006, by and among the Company,AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC
                  and New
                  Millennium Capital Partners II, LLC. (1)10.4
              
              Registration
                  Rights Agreement, dated April 28, 2006, by and among the Company,AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC
                  and New
                  Millennium Capital Partners II, LLC. (1)10.5
              
              Security
                  Agreement, dated as of April 28, 2006, by and among the Company,AJW
                  Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC
                  and New
                  Millennium Capital Partners II, LLC. (1)10.6
              
              Intellectual
                  Property Security Agreement, dated April 28, 2006, by and among
                  the
                  Company, AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners,
                  LLC and New Millennium Capital Partners II, LLC. (1)10.7
              
              Amendment
                  No. 1 dated August 9, 2006, to Registration Rights Agreement, dated
                  April
                  28, 2006, by and among the Company, AJW Offshore, Ltd., AJW Qualified
                  Partners, LLC, AJW Partners, LLC and New Millennium Capital Partners
                  II,
                  LLC. (1)10.8
              
              Securities
                  Purchase Agreement (5)10.9
              
              Registration
                  Rights Agreement (5)10.10
              
              Term
                  Note Security Agreement (5)10.11
              
              Stock
                  Pledge Agreement (5)10.12
              
              Secured
                  Term Note (5)10.13
              
              Form
                  of Term Note Security Agreement (5)10.14
              
              Form
                  of Production Holdings Warrant (5)10.15
              
              Form
                  of Exchange Warrant (5)10.16
              
              Form
                  of Put Option (5)16.1
              
              Letter,
                  dated June 8, 2007, from Killman Murrell & Company, P.C. to the
                  Securities and Exchange Commission. (4)21.1
              
              List
                  of Subsidiaries31.1
              
              Officer’s
                  Certificate Pursuant to Section 30231.2
              
              Officer’s
                  Certificate Pursuant to Section 30232.1
              
              Certification
                  Pursuant to Section 90632.2
              
              Certification
                  Pursuant to Section 906







(1)
            Filed
                with registrations statement filed August 14,
                2006


(2)
            Filed
                with Form 8-K filed January 10,
                2007


(3)
            Filed
                with Form 8-K filed April 9, 2007


(4)
            Filed
                with Form 8-K filed June 8, 2007


(5)
            Filed
                with Form 8-K filed July 12, 2007




24




**Item
      7. Financial Statements**





**INDEX**





**PART
                I - Financial Information**
            
            Page**Item
                1: Financial Statements**
            
            F- 1**Years
                Ended March 31, 2007 and 2006**Report
                of Independent Registered Public Accounting Firm**-**Semple,
                Marchal & Cooper,
              LLP
            
            F-2Report
                of Independent Registered Public Accounting Firm**-**Killman
                Murrell & Company,
              P.C.
            
            F-3Consolidated
                Balance Sheets As of March 31, 2007 and 2006
            
            F-4Consolidated
                Statements of Operations For The Years Ended March 31, 2007 and 2006
            
            F-5Consolidated
                Statement of Stockholders’ (Deficit) For The Years Ended March 31, 2007
                and
              2006
            
            F6Consolidated
                Statements of Cash Flows For the Years Ended March 31, 2007 and
                2006
            
            F-7Notes
                to Consolidated Financial Statements March 31, 2007 and
                2006
            
            F-9-25





F-1


**Report
      of Independent Registered Public Accounting Firm**


To
        the
        Board of Directors and Stockholders of
 EMTA
        Holdings, Inc.
  
 We
        have
        audited the accompanying consolidated balance sheet of EMTA Holdings, Inc.
        as of
        March 31, 2007 and the related consolidated statements of operations, changes
        in
        stockholders’ (deficit)/equity, and cash flows for the years then ended. These
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
  We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the
        financial statements. An audit also includes assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audit provides
        a
        reasonable basis for our opinion.
  In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of EMTA Holdings, Inc. at
        March
        31, 2007, and the results of its operations, changes in stockholders’
(deficit)/equity and its cash flows for the year then ended in conformity
        with
        accounting principles generally accepted in the United States of
        America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1 to the
        consolidated financial statements, the Company’s significant operating losses
        and negative working capital raise substantial doubt about its ability to
        continue as a going concern. The consolidated financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
   /s/
                Semple, Marchal & Cooper, LLPPhoenix,
                ArizonaJuly
                12, 2007


F-2




**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors and Stockholders


EMTA
      Holdings, Inc.:




We
      have
      audited the accompanying consolidated balance sheet of EMTA Holdings, Inc.
      and
      subsidiaries (the Company) as of March 31, 2006, and the related consolidated
      statements of operations, stockholders’ (deficit)/equity, and cash flows for the
      year then ended. These consolidated financial statements are the responsibility
      of the Company’s management. Our responsibility is to express an opinion on
      these consolidated financial statements based on our audits.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of EMTA Holdings, Inc. and
      subsidiaries as of March 31, 2006 , and the results of their operations and
      their cash flows for the year then ended, in conformity with United States
      generally accepted accounting principles.




/s/ Killman
              Murrell & Company,
              P.C.Houston,
                Texas
              July
                24, 2006




F-3




EMTA
      Holdings, Inc. and Subsidiaries


Consolidated
      Balance Sheets




March
                  31,
              
              March
                  31,ASSETS
              
              2007
              
              2006Current
                  Assets:Cash
              
              $
              101,116
              
              $
              9,816Accounts
                  receivable, net
              
              
              67,571
              
              
              101,616Inventory
              
              
              586,453
              
              
              453,576Prepaid
                  expenses
              
              
              28,304
              
              
              38,035Total
                  Current Assets
              
              
              783,444
              
              
              603,043Property,
                  plant and equipment, net of accumulated depreciation
              
              
              2,035,908
              
              
              12,680Other
                  Assets:Other
                  assets
              
              
              12,156
              
              
              17,375Intangible
                  assets
              
              
              760,333
              
              
              887,055Total
                  Other Assets
              
              
              772,489
              
              
              904,430Total
                  Assets
              
              $
              3,591,841
              
              $
              1,520,153LIABILITIES
                  AND STOCKHOLDERS’ (DEFICIT)/EQUITYCurrent
                  Liabilities:Accounts
                  payable
              
              $
              640,852
              
              $
              1,006,437Accrued
                  liabilities
              
              
              1,396,063
              
              
              409,655Cashless
                  warrant liability
              
              
              58,283
              
              
              -Notes
                  and contracts payable
              
              
              1,989,693
              
              
              -Conversion
                  share derivative liability
              
              
              2,305,999
              
              
              -Total
                  Current Liabilities
              
              
              6,390,890
              
              
              1,416,092Accrued
                  liabilities - long term
              
              
              -
              
              
              878,151Total
                  Liabilities
              
              
              6,390,890
              
              
              2,294,243Stockholders'
                  (Deficit)/EquityPreferred
                  Stock, $0.001 par value, 1,000,000 Authorized; no shares issued
                  and
                  outstandingCommon
                  Stock, $0.001 par value, 250,000,000authorized,
                  issued and outstanding 40,396,004and
                  31,217,004 at March 31, 2006 and2007,
                  respectively
              
              
              40,396
              
              
              31,217Additional
                  paid-in capital
              
              
              21,764,483
              
              
              6,742,578Retained
                  deficit during development stage
              
              
              (24,603,928
              )
              
              (7,547,885
              )Total
                  Stockholders' (Deficit)/Equity
              
              
              (2,799,049
              )
              
              (774,090
              )Total
                  Liabilities and Stockholders' (Deficit)/Equity
              
              $
              3,591,841
              
              $
              1,520,153




See
        accompanying notes to these consolidated financial statements




F-4




EMTA
      Holdings, Inc. and Subsidiaries


Consolidated
      Statements of Operations


For
                  the year endedMarch
                  31,2007
              
              2006Revenue:Sales,
                  net of returns and allowances
              
              $
              1,053,767
              
              $
              562,779Cost
                  of sales
              
              
              424,929
              
              
              259,433Gross
                  Profit
              
              
              628,838
              
              
              303,346Operating
                  Expenses:Selling,
                  general and administrative
              
              
              2,931,090
              
              
              4,234,223Depreciation
                  and amortization
              
              
              154,666
              
              
              5,031Allowance
                  for bad debts
              
              
              (15,476
              )
              
              10,000Research
                  and development
              
              
              304,793
              
              
              1,181,487Total
                  Operating Expenses
              
              
              3,375,073
              
              
              5,430,741Loss
                  From Operations
              
              
              (2,746,235
              )
              
              (5,127,395
              )Other
                  Income and (Expense):Other
                  income
              
              
              12,608
              
              
              600Gain/(Loss)
                  on disposal of assets
              
              
              2,850
              
              
              620Interest
                  expense
              
              
              (364,932
              )
              
              (6,123
              )Cost
                  of curing loan default
              
              
              (13,960,334
              )
              
              -Loss
                  before provision for income taxes
              
              
              (17,056,043
              )
              
              (5,132,298
              )Provision
                  for/(Benefit of) income taxes
              
              
              -
              
              
              -Net
                  Loss
              
              $
              (17,056,043
              )
              $
              (5,132,298
              )Earning
                  per share:Basic
                  and diluted earnings per share
              
              $
              (0.54
              )
              $
              (0.18
              )Weighted
                  average shares outstanding
              
              
              31,410,799
              
              
              27,791,574





See
      accompanying notes to these consolidated financial statements.





F-5




EMTA
      Holdings, Inc. and Subsidiaries


Consolidated
      Statements of Stockholders (Deficit)/Equity


Additional
              
              RetainedShares
              
              Common
                  Stock
              
              Paid-in
                  Capital
              
              Deficit
              
              TotalBalance
                  March 31, 2005
              
              
              26,490,217
              
              $
              2,649
              
              $
              2,815,359
              
              $
              (2,415,587
              )
              $
              402,421Stock
                  grants
              
              
              1,430,000
              
              
              143
              
              
              1,115,257
              
              
              
              
              
              1,115,400Common
                  stock sales
              
              
              1,266,000
              
              
              127
              
              
              1,018,373
              
              
              
              
              
              1,018,500Conversion
                  of note
              
              
              533,300
              
              
              53
              
              
              324,347
              
              
              
              
              
              324,400Stock
                  issued for services
              
              
              600,000
              
              
              60
              
              
              599,940
              
              
              
              
              
              600,000Shares
                  issued for purchase of White Sands, L.L.C.
              
              
              897,487
              
              
              90
              
              
              897,397
              
              
              
              
              
              897,487Change
                  in par value
              
              
              
              
              
              28,095
              
              
              (28,095
              )Net
                  loss for the year ended March 31, 2006
              
              
              
              
              
              
              
              
              
              
              
              (5,132,298
              )
              
              (5,132,298
              )Balance
                  March 31, 2006
              
              
              31,217,004
              
              
              31,217
              
              
              6,742,578
              
              
              (7,547,885
              )
              
              (774,090
              )Fractional
                  shares issued on reverse acquisition
              
              
              4,000
              
              
              4
              
              
              (4
              )Fair
                  value of loan cure at date of cure
              
              
              
              
              
              
              
              
              13,960,334
              
              
              
              
              
              13,960,334Shares
                  issued for acquisition of Dyson Properties, Inc.
              
              
              1,400,000
              
              
              1,400
              
              
              110,600
              
              
              
              
              
              112,000Shares
                  issued for services of employees and others
              
              
              7,325,000
              
              
              7,325
              
              
              578,675
              
              
              
              
              
              586,000Shares
                  issued on conversion of debt
              
              
              450,000
              
              
              450
              
              
              372,300
              
              
              
              
              
              372,750Net
                  loss for the year ended March 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              (17,056,043
              )
              
              (17,056,043
              )Balance
                  March 31, 2007
              
              
              40,396,004
              
              $
              40,396
              
              $
              21,764,483
              
              $
              (24,603,928
              )
              $
              (2,799,049
              )


See
      accompanying notes to these consolidated financial statements.




F-6




EMTA
      Holdings, Inc. and Subsidiaries


Consolidated
      Statements of Cash Flows


For
                  the year endedMarch
                  31,2007
              
              2006Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (17,056,043
              )
              $
              (5,132,298
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
                  and amortization
              
              
              154,666
              
              
              5,031Loss
                  (gain) on sale of assets
              
              
              (2,850
              )
              
              (620
              )Bad
                  debt provision
              
              
              (15,476
              )
              
              10,000Cost
                  of curing loan default
              
              
              13,960,334
              
              
              -Amortization
                  of debt discount
              
              
              224,532
              
              
              -Imputed
                  interest
              
              
              -
              
              
              4,449Shares
                  issued for services
              
              
              84,000
              
              
              600,000Stock
                  grants to employees
              
              
              502,000
              
              
              1,115,400Changes
                  in assets and liabilities, excludingeffects
                  of acquisitions:Receivables
              
              
              58,309
              
              
              140,891Inventories
              
              
              (132,878
              )
              
              (232,645
              )Prepaids
              
              
              9,731
              
              
              18,606Other
                  assets
              
              
              5,219
              
              
              (2,381
              )Accounts
                  payable
              
              
              (365,585
              )
              
              628,426Accrued
                  liabilities
              
              
              108,257
              
              
              1,287,003Cash
                  used by operating activities
              
              
              (2,465,784
              )
              
              (1,558,138
              )Investing
                  Activities:Capital
                  expenditures
              
              
              (1,838,608
              )
              
              (14,302
              )Acquisitions
                  of businesses, net cash acquired
              
              
              100,000
              
              
              7,551Proceeds
                  from sales of business property
              
              
              -
              
              
              5,844Cash
                  used by investing activities
              
              
              (1,738,608
              )
              
              (907
              )Financing
                  Activities:Net
                  borrowings of short term debt
              
              
              4,295,692
              
              
              319,952Net
                  proceeds from issuance of common shares
              
              
              -
              
              
              1,018,500Net
                  cash provided by financing activities
              
              
              4,295,692
              
              
              1,338,452Net
                  increase (decrease) in cash
              
              
              91,300
              
              
              (220,593
              )Cash
                  at beginning of period
              
              
              9,816
              
              
              230,409Cash
                  at end of period
              
              $
              101,116
              
              $
              9,816Supplemental
                  disclosures of cash flow information:Cash
                  paid during the year for:Interest
              
              $
              70,302
              
              $
              1,675Income
                  taxes
              
              $
              -
              
              $
              -Non
                  Cash Activities:Notes
                  payable converted to common stock
              
              $
              (372,750
              )
              $
              (319,952
              )Common
                  stock issued for notes payable and accrued interest
              
              
              450
              
              
              53Additional
                  paid-in capital from conversion of note payable
              
              
              372,300
              
              
              319,899Addition
                  to common stock from change in par value
              
              
              -
              
              
              28,095Reduction
                  in additional paid-in capital from change in par value.
              
              
              -
              
              
              (28,095
              )$
              -
              
              $
              -


See
      accompanying notes to these consolidated financial statements.




F-7




EMTA
      Holdings, Inc. and Subsidiaries


Notes
      to
      Consolidated Financial Statements


For
      the
      Years Ended March 31, 2007 and 2006





**Note
      1 - The Company**





The
      Company - EMTA
      Holdings, Inc. (which is referred to herein together with its subsidiaries
      as
“Holdings”, ‘the Company”, "we", "us" or "our"), formerly Omni Alliance Group,
      Inc., was organized and incorporated in the state of Nevada. On March 31, 2006,
      we changed our name from Omni Alliance Group, Inc. to EMTA Holdings, Inc.,
      and
      our common stock now trades on the OTC- Bulletin Board market under the trading
      symbol "EMHD.OB".





Nature
      of the Business - We are
      a specialty energy conservation chemical company that produces and supplies
      technologies to the global transportation, industrial and consumer markets.
      These technologies include gasoline, oil and diesel additives for engines and
      other transportation-related fluids and industrial lubricants.




Acquisitions,
      Mergers and Reverse Acquisitions - On
      October 1, 2004, Wiltex A Corporation (“Wiltex”) acquired assets of Alaco
      Corporation (“Alaco”), a privately held corporation, in exchange for 17,040,000
      shares of stock of Wiltex and the assumption of certain liabilities. Prior
      to
      the exchange, Alaco was taxed as a subchapter-S corporation with tax liability
      and tax benefits accruing to the shareholders. The shareholders of Alaco
      received approximately 94% of Wiltex. Therefore the transaction was accounted
      for as a reverse acquisition whereby Alaco was considered the acquirer. Upon
      completion of the acquisition, Wiltex changed its name to EMTA Corporation
      (“EMTA”). The accounting acquirer acquired EMTA with a view to take the Company
      public, bring in key management after the death of the principal owner, and
      expand the capabilities of the Company and its products.




Liabilities
                assumed
            
            $
            12,242Net
                (liabilities) assumed
            
            $
            (12,242
            )




On
      March
      31, 2006, Omni Alliance Group, Inc. (“Omni”) declared a reverse stock split of
      one share for every 233 shares outstanding effective March 30, 2006 and
      then acquired EMTA Corporation for stock in which the shareholders of EMTA
      received 99.2% of the aggregate issued and outstanding shares of the surviving
      corporation resulting in the transaction being accounted for as a reverse
      acquisition. Omni also changed its name to EMTA Holdings, Inc. on that date.
      The
      accounting acquirer acquired Omni in exchange for 237,317 shares of common
      stock
      and the assumption of liabilities in order to gain access to the capital markets
      through the trading of Omni on the NASDAQ-other (pink sheet) markets as a
      prerequisite to funding under proposed financing transaction. Omni was not
      an
      acquisition of a business under the definitions of U.S. GAAP, since Omni was
      not
      an operating company and had no stand alone business activities nor the
      operating structure to support business. No tangible assets were acquired in
      the
      transaction.





Liabilities
                assumed, net of stock conversions
            
            $
            102,893Net
                (liabilities) assumed
            
            $
            (102,893
            )







Also
      on
      March 31, 2006, Holdings purchased for stock all of the assets of White Sands,
      L.L.C. (“White Sands”) for 897,487 shares of Holdings common stock. The assets
      and liabilities of White Sands are included in the consolidated balance sheet
      at
      March 31, 2006. Holdings purchased White Sands to expand its specialty energy
      conservation chemical products lines and to take advantage of the synergies
      of
      products in marketing and distribution. The Company acquired cash, accounts
      receivable and an intangible asset subject to amortization. White Sands was
      not
      an acquisition of a business under the definitions of U.S. GAAP, since White
      Sands did not possess senior management or research personnel to support ongoing
      operations and other structures necessary to support a stand alone business.
      The
      purchase price was allocated to the fair market value of assets acquired and
      liabilities assumed as follows:




F-8




Cash
            
            $
            7,551Inventory
            
            
            3,848Intangible
                asset subject to amortization
            
            
            887,055Total
                assets acquired
            
            
            898,454Total
                liabilities assumed
            
            
            (967
            )Net
                assets acquired
            
            $
            897,487




Effective
      January 1, 2007 the Company has acquired Dyson Properties, Inc. Dyson
      manufactures and sells automotive racing and performance oils and lubricants
      under the name Synergyn Racing and also produces products under contract to
      third parties. The Synergyn line established in 1987 compliments the XenTx
      line
      and gives EMTA manufacturing and distribution capabilities from the Synergyn
      plant in Durant, OK.




This
      acquisition gives the Company the ability to manufacture, bottle and distribute
      its products through the Dyson location in Durant OK. We expect to expand
      distribution of both product lines through the cross marketing of each other’s
      products.




The
      aggregate purchase price is $2,100,000, to be paid in cash and stock. The
      initial payment of $100,000 was made on January 9, 2007. An additional $150,000
      was paid on the Closing Date, July 5, 2007. The balance of $374,000 will be
      paid
      six months after the Closing Date. In addition, on March 26, 2007 the Company
      issued 1,400,000 shares of common stock to the seller and the right to 1,400,000
      warrants to acquire a like number of shares on a cashless basis at an exercise
      price of $0.75 per share for a period of three years from the Closing Date.
      In
      addition, the Seller will be entitled to a royalty for all sales of the Synergyn
      products for five years at a rate of $0.20 per gallon or $0.20 per pound as
      the
      case may be, paid quarterly on the first $600,000 of royalties earned during
      the
      royalty term and $0.10 per gallon or per pound thereafter for the remainder
      of
      the royalty term.





The
      purchase price was allocated to the fair market value of assets acquired and
      liabilities assumed as follows:





Cash
                and receivables
            
            $
            22,122Inventory
            
            
            129,855Property
                and equipment
            
            
            2,012,911Total
                assets acquired
            
            
            2,164,888Total
                liabilities assumed
            
            
            1,371,112Net
                assets acquired
            
            $
            793,776


**Continuance
        of Operations**
  These
        consolidated financial statements have been prepared in conformity with U.S.
        generally accepted accounting principles applicable to a going concern which
        contemplates the realization of assets and the satisfaction of liabilities
        and
        commitments in the normal course of business. The general business strategy
        of
        the Company is to develop products and operate its sales force and to acquire
        additional businesses.   The Company has negative working capital, has
        incurred operating losses and requires additional capital to fund development
        activities, meet its obligations and maintain its operations. These conditions
        raise doubt about the Company's ability to continue as a going concern. 
The Company completed a funding in July 2007 in the amount of $1,308,950
        to
        assist in operations and the Company is in negotiations to obtain additional
        necessary capital to complete its regulatory approvals, expand production
        and
        sales and generally meet its business objectives. The company forecasts that
        the
        equity obtained and additional borrowing capacity will provide sufficient
        funds
        to complete its primary development activities and achieve profitable
        operations.  Accordingly, these financial statements do not include any
        adjustments that might result from this uncertainty **.**




**Note
      2 - Significant Accounting Policies**





Consolidation - The
      consolidated financial statements include the accounts of EMTA Holdings, Inc.
      and its consolidated subsidiaries and wholly-owned limited liability company.
      The financial statements for the year ended March 31, 2007 include the
      operations of Dyson Properties, Inc. since December 31, 2006. All significant
      intercompany transactions and profits have been eliminated.





Use
      of
      Estimates - The
      preparation of financial statements in conformity with United States generally
      accepted accounting principles requires the Company to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenue
      and
      expenses, and related disclosure of contingent assets and liabilities. The
      more
      significant estimates relate to revenue recognition, contractual allowances
      and
      uncollectible accounts, intangible assets, accrued liabilities, derivative
      liabilities, income taxes, litigation and contingencies. Estimates are based
      on
      historical experience and on various other assumptions that the Company believes
      to be reasonable under the circumstances, the results of which form the basis
      for judgments about results and the carrying values of assets and liabilities.
      Actual results and values may differ significantly from these
      estimates.




F-9




Cash
      Equivalents - The
      Company invests its excess cash in short-term investments with various banks
      and
      financial institutions. Short-term investments are cash equivalents, as they
      are
      part of the cash management activities of the company and are comprised of
      investments having maturities of three months or less when
      purchased.




Allowance
      for Doubtful Accounts - ****** The
      Company provides an allowance for doubtful accounts when management estimates
      collectibility to be uncertain. Accounts receivable are continually reviewed
      to
      determine which, if any, accounts are doubtful of collection. In making the
      determination of the appropriate allowance amount, the Company considers current
      economic and industry conditions, relationships with each significant customer,
      overall customer credit-worthiness and historical experience. The allowance
      for
      doubtful accounts was $34,149 and $49,625 at March 31, 2007 and 2006,
      respectively.




Inventories -
      Inventories are stated at the lower of cost or market value. Cost of inventories
      is determined by the first-in, first-out (FIFO) method. Obsolete or
      abandoned inventories are charged to operations in the period that it is
      determined that the items are not longer viable sales products.





Property,
      Plant, and Equipment - Plant
      and equipment are carried at cost. Repair and maintenance costs are charged
      against operations while renewals and betterments are capitalized as additions
      to the related assets. The Company depreciates its plant and equipment and
      computers on a straight line basis. Estimated useful life of the plant is 39.5
      years and the equipment ranges from 3 to 10 years.





Intangible
      Assets -
      Intangible assets consist of patents, trademarks and government approval. For
      financial statement purposes, identifiable intangible assets with a defined
      life
      are being amortized using the straight-line method over the estimated useful
      lives of the assets. Costs incurred in connection with patent, trademark
      applications and approvals from governmental agencies such as the Environmental
      Protection Agency, including legal fees, patent and trademark fees and specific
      testing costs, are capitalized and amortized over an estimated economic life
      of
      the asset, generally seven years, commencing upon the grant or approval date.
      Costs subsequent to grant date are expensed as incurred.





Impairment
      of Long-Lived Assets - In
      accordance with the Statement of Financial Accounting Standards No. 144
      (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets,”
the Company reviews long-lived assets, including, but not limited to, property
      and equipment, patents and other assets, for impairment annually or whenever
      events or changes in circumstances indicate the carrying amounts of assets
      may
      not be recoverable. The carrying value of long-lived assets is assessed for
      impairment by evaluating operating performance and future undiscounted cash
      flows of the underlying assets. If the sum of the expected future cash flows
      of
      an asset is less than its carrying value, an impairment measurement is required.
      Impairment charges are recorded to the extent that an asset’s carrying value
      exceeds fair value. Accordingly, actual results could vary significantly from
      such estimates. There were no impairment charges during the periods
      presented.




Fair
      Value Disclosures - The
      carrying values of cash, accounts receivable, deposits, prepaid expenses,
      accounts payable and accrued expenses generally approximate the respective
      fair
      values of these instruments due to their current nature.




The
      fair
      values of debt instruments for disclosure purposes only are estimated based
      upon
      the present value of the estimated cash flows at interest rates applicable
      to
      similar instruments.




The
      Company generally does not use derivative financial instruments to hedge
      exposures to cash flow or market risks. However, certain other financial
      instruments, such as warrants and embedded conversion features that are indexed
      to the Company’s common stock, are classified as liabilities when either (a) the
      holder possesses rights to net-cash settlement or (b) physical or net-share
      settlement is not within the control of the Company. In such instances, net-cash
      settlement is assumed for financial accounting and reporting, even when the
      terms of the underlying contracts do not provide for net-cash settlement. Such
      financial instruments are initially recorded at fair value and subsequently
      adjusted to fair value at the close of each reporting period.




F-10




Revenue
      Recognition -
      Revenues are recognized at the time of shipment of products to customers, or
      at
      the time of transfer of title, if later, and when collection is reasonably
      assured. All amounts in a sales transaction billed to a customer related to
      shipping and handling are reported as revenues.





Provisions
      for sales discounts and rebates to customers are recorded, based upon the terms
      of sales contracts, in the same period the related sales are recorded, as a
      deduction to the sale. Sales discounts and rebates are offered to certain
      customers to promote customer loyalty and encourage greater product
      sales.





Components
      of Cost of Sales - Cost
      of sales is comprised of raw material costs including freight and duty, inbound
      handling costs associated with the receipt of raw materials, contract
      manufacturing costs, third party bottling and packaging, maintenance and storage
      costs, plant and engineering overhead allocation, terminals and other
      warehousing costs, and handling costs.





Selling
      Expenses -
      Included in selling and general administrative expenses are the commission
      expenses for both employees and outside sales representatives ranging from
      1.5%
      to 11.5% per dollar of sales. The Company expends significant amounts to
      advertise and distinguish its products from those of its competitors through
      the
      use of in-store advertising, printed media, internet and broadcast
      media.





Research,
      Testing and Development -
      Research, testing and development costs are expensed as incurred. Research
      and
      development expenses, including testing, were $304,793 and $1,181,487 for the
      years ended March 31, 2007 and 2006, respectively. Costs to acquire in-process
      research and development (IPR&D) projects that have no alternative future
      use and that have not yet reached technological feasibility at the date of
      acquisition are expensed upon acquisition. A substantial portion of the 2006
      research and development costs were related to testing of one of the Company’s
      products for use in commercial heavy equipment applications.




Income
      Taxes - We
      provide for income taxes in accordance with SFAS No. 109, “Accounting for
      Income Taxes.” SFAS No. 109 requires the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of temporary
      differences between the financial statement carrying amounts and the tax bases
      of the assets and liabilities.





The
      recording of a net deferred tax asset assumes the realization of such asset
      in
      the future; otherwise a valuation allowance must be recorded to reduce this
      asset to its net realizable value. The Company considers future pretax income
      and, if necessary, ongoing prudent and feasible tax planning strategies in
      assessing the need for such a valuation allowance. In the event that the Company
      determines that it may not be able to realize all or part of the net deferred
      tax asset in the future, a valuation allowance for the deferred tax asset is
      charged against income in the period such determination is made. The Company
      has
      recorded full valuation allowances as of March 31, 2007 and 2006.




Concentrations
      of Credit Risks —Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash and cash equivalents and accounts
      receivable. Although the amount of credit exposure to any one institution may
      exceed federally insured amounts, the Company limits its cash investments to
      high-quality financial institutions in order to minimize its credit risk. With
      respect to accounts receivable, such receivables are primarily from retailers
      located in the United States. The Company extends credit based on an evaluation
      of the customer's financial condition, generally without requiring collateral.
      Exposure to losses on receivables is dependent on each customer's financial
      condition.





Segment
      Information




We
      operate in one industry segment, the development, manufacture and sale of
      private and commercial vehicle energy efficient enhancement products. These
      products are designed to extend engine life, promote fuel efficiency and reduce
      emissions. At March 31, 2007 these products are being marketed by the Company
      and sales were predominantly in the United States of America, Canada and
      Mexico.




F-11




New
      Accounting Standards —Several
      accounting pronouncements by the Financial Standards Accounting Board ("FASB")
      became effective in fiscal year 2007 or are expected to become effective in
      fiscal year 2008.




In
      February 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS
      No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments, an amendment of FASB Statements
      No. 133 and 140* ”.
      This
      Statement resolves issues addressed in Statement 133 Implementation Issue
      No. D1, “Application of Statement 133 to Beneficial Interest in Securitized
      Financial Assets.” This pronouncement will be effective on the fiscal year
      beginning after September 15, 2006. Currently, the Company does not have
      any derivative instruments or participate in any hedging activities, and
      therefore the adoption of SFAS No. 155 is not expected to have a material
      impact on the Company’s financial position or results of
      operations.




In
      March 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS
      No. 156, “ *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement
      No. 140* ”.
      This
      Statement requires recognition of servicing a financial asset by entering into
      a
      servicing contract in certain situations. This pronouncement will be effective
      on the fiscal year beginning after September 15, 2006. Currently, the
      Company does not have any servicing asset or liability, and therefore the
      adoption of SFAS No. 156 is not expected to have a material impact on the
      Company’s financial position or results of operations.




In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes — an interpretation of FASB
      No. 109* ”
(“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in a company’s financial statements in accordance with SFAS No. 109 and
      provides guidance on recognizing, measuring, presenting and disclosing in the
      financial statements tax positions that a company has taken or expected to
      take
      on a tax return. FIN 48 is effective for the Company as of April 1, 2007.
      The Company is currently evaluating the impact that the adoption of FIN 48
      will
      have on its financial position and results of operation.




In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measures* ”.
      This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles (GAAP), expands disclosures about
      fair value measurements, and applies under other accounting pronouncements
      that
      require or permit fair value measurements. SFAS No. 157 does not require
      any new fair value measurements. However, the FASB anticipates that for some
      entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, which for the Company is the fiscal year
      beginning April 1, 2008. The Company is currently evaluating the impact of
      SFAS No. 157 but does not expect that it will have a material impact on its
      financial statements.




In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* ”.
      This
      Statement requires an employer to recognize the over funded or under funded
      status of a defined benefit post retirement plan (other than a multiemployer
      plan) as an asset or liability in its statement of financial position, and
      to
      recognize changes in that funded status in the year in which the changes occur
      through comprehensive income. SFAS No. 158 is effective for fiscal years ending
      after December 15, 2006. The implementation of SFAS No. 158 did not have
      any impact on the Company’s financial position and results of
      operations.




In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ”.
      This
      Statement permits entities to choose to measure many financial assets and
      financial liabilities at fair value. Unrealized gains and losses on items for
      which the fair value option has been elected are reported in earnings. SFAS
      No. 159 is effective for fiscal years beginning after November 15,
      2007. The Company is currently assessing the impact of SFAS No. 159 on its
      financial position and results of operations.




In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”)
      No. 108, “ *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* .” SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements
      should be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB No. 108 is effective for periods
      ending after November 15, 2006. The implementation of SAB No. 108 did
      not have any impact on the Company’s financial position and results of
      operations.




F-12




Litigation - The
      Company is and may become a party in routine legal actions or proceedings in
      the
      ordinary course of its business. The Company is a defendant in one case for
      the
      payment of advertising costs in which the Company does not believe that the
      services were adequately performed. Management does not believe that the outcome
      of this routine matter will have a material adverse effect on the Company's
      consolidated financial position or results of operations.




Environmental —The
      Company's operations are subject to extensive federal, state and local laws,
      regulations and ordinances in the United States relating to the generation,
      storage, handling, emission, transportation and discharge of certain materials,
      substances and waste into the environment, and various other health and safety
      matters. Governmental authorities have the power to enforce compliance with
      their regulations, and violators may be subject to fines, injunctions or both.
      The Company must devote substantial financial resources to ensure compliance,
      and it believes that it is in substantial compliance with all the applicable
      laws and regulations.





**Note
      3 - Inventories**





Inventory
      consists of finished goods, work in process and raw material as follows:




March
                  31,
                2007
              
              March
                  31,
                2006Finished
                  goods
              
              $
              471,173
              
              $
              336,479Consigned
                  Inventory
              
              
              -
              
              
              69,114Raw
                  material
              
              
              115,280
              
              
              47,983$
              586,453
              
              $
              453,576




**Note
      4 - Property, Plant and Equipment**





At
      March
      31, 2007 and 2006 equipment and computers consisted of the
      following:





March
                31,
              2007
            
            March
                31,
              2006Property
                and plant
            
            $
            1,467,729
            
            $
            -Equipment
                and computers
            
            
            600,845
            
            
            21,492Less
                accumulated depreciation
            
            
            (32,666
            )
            
            (8,812
            )Net
                equipment and Computers
            
            $
            2,035,908
            
            $
            12,680




During
      the years ended March 31, 2007 and 2006 depreciation expense was $27,943 and
      $5,031, respectively.





**Note
      5 - Intangible Assets**





Intangible
      assets consist of technology of production and license rights under the
      Environmental Protection Agency to market one of the products acquired in the
      acquisition of White Sands, L.L.C. on March 31, 2006. The Company intends to
      market the related products as soon as production and marketing strategies
      can
      be completed. The Company will amortize this investment over its estimated
      useful life of seven years on a straight line basis. For the year ended March
      31, 2007 amortization was $126,723.




F-13




**Note
      6 - Accrued Liabilities**





Accrued
      liabilities consist of the following as of March 31, 2007 and 2006:




March
                31, 2007
            
            March
                31, 2006Current
              Portion
            
            Long-term
              Portion
            
            Current
              Portion
            
            Long-term
              PortionAccrued
                marketing and advertising
            
            $
            300,000
            
            $
            -
            
            $
            300,000
            
            $
            -Accrued
                reimbursement to product testing partner
            
            
            978,151
            
            
            -
            
            
            100,000
            
            
            878,151Accrued
                interest
            
            
            98,788
            
            
            -
            
            
            -
            
            
            -Other
            
            
            19,124
            
            
            -
            
            
            9,655
            
            
            -$
            1,396,063
            
            $
            -
            
            $
            409,655
            
            $
            878,151




As
      part
      of our testing of products and new applications the Company agreed to reimburse
      one of our testing partners for the costs incurred in such testing.





**Note
      7 - Notes and Contracts Payable**


Bank
                  Loans, payable in installments
              
              $
              241,381Mortgage
                  Loan Payable, monthly payments of principal and interest at 3 month
                  LIBOR
                  plus 4.7%. (1)
              
              
              826,645Payments
                  due seller of Dyson (2)
              
              
              559,000Notes
                  payable
              
              
              106,096Loans
                  from individuals, due within one year
              
              
              256,571$
              1,989,693




(1)
            In
                conjunction with the acquisition of Dyson, the mortgage became payable
                as
                a result of the change of control of that company. The Company has
                entered
                into a forbearance agreement with the lender to repay the loan by
                the end
                of September 2007.


(2)
            On
                July 5, 2007 the Company paid $180,000 of this amount, the balance
                is due
                January 5, 2008.





**Note 8
      - Income Taxes**


Through
        March 31, 2007, we recorded a valuation allowance of $3,741,878 against deferred
        income tax assets primarily associated with tax loss carry forwards. Our
        significant operating losses experienced in prior years establishes a
        presumption that realization of these income tax benefits does not meet a
“more
        likely than not” standard.
  We
        have
        net operating loss carry forwards of approximately $9,725,217. Our net operating
        loss carry forwards will expire in 2025, 2026 and 2007.
  Significant
        components of our deferred tax assets and liabilities at the balance sheet
        dates
        were as follows :


F-14




March
                  31,2007
              
              2006Deferred
                  Tax Assets and LiabilitiesDeferred
                  tax assets:Net
                  operating loss carryforwards
              
              $
              3,725,691
              
              $
              2,547,305Allowance
                  for doubtful accounts
              
              
              16,187
              
              
              22,161Total
              
              
              3,741,878
              
              
              2,569,466Less:
                  Valuation allowance
              
              
              (3,741,878
              )
              
              (2,569,466Total
                  deferred tax assets
              
              
              -
              
              
              -Total
                  deferred tax liabilities
              
              
              -
              
              
              -Net
                  deferred tax liabilities
              
              $
              -
              
              $
              -




A
      reconciliation of the federal statutory rate to the effective tax rate is as
      follows:


**Fiscal
                Years Ended March 31,****2007**
              
              **2006****Reconciliation**Income
                  tax credit at statutory rate
              
              $
              (1,043,248
              )
              $
              (1,744,981
              )Effect
                  of state income taxes
              
              
              (129,164
              )
              
              (236,029
              )Valuation
                  allowance
              
              
              1,172,412
              
              
              1,981,010Income
                  taxes (credit)
              
              $
              -
              
              $
              -





Future
      realization of the net operating losses is dependent on generating sufficient
      taxable income prior to their expiration. Tax effects are based on a 34% Federal
      income tax rate. The net operating losses expire as follows:




AmountExpiration2025
              
              $
              1,524,5412026
              
              
              5,132,2982027
              
              
              3,068,378Total
                  net operating loss available
              
              $
              9,725,217




**Note
      9 - Convertible Debt and Conversion Share Derivative
      Liability**




The
      Company entered into a Convertible Loan Agreement which also entitled the
      lenders to warrants and convert the loans at their option to common stock of
      the
      Company. The face value of the Convertible Notes, 6%, interest quarterly, mature
      as follows:





Maturity
            
            Amount
            
            Exercised
            
            BalanceApril
                28, 2009
            
            $
            730,462
            
            $
            372,750
            
            $
            357,712August
                17, 2009
            
            
            611,230
            
            
            -
            
            
            611,230October
                28, 2009
            
            
            295,731
            
            
            -
            
            
            295,731November
                10, 2009
            
            
            1,041,326
            
            
            -
            
            
            1,041,326Total
            
            $
            2,678,749
            
            $
            372,750
            
            $
            2,305,999




F-15




The
      lenders were issued warrants to purchase 7,000,000 shares of common stock at
      an
      exercise price of $2.50 per share. The Company also issued warrants to a broker
      in the transaction for the exercise of 700,000 shares of common stock at an
      exercise price of $2.50. These warrants expire if not exercised at various
      dates
      in 2013 through November 10, 2013. All of the 7,700,000 warrants have been
      issued entitling the lender to one share for each warrant at an exercise price
      of $2.50 per share.





The
      agreements include registration rights and certain other terms and conditions
      related to share settlement of the embedded conversion features and the
      warrants. In this instance, EITF 00-19, “Accounting for Derivative Financial
      Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”,
      requires allocation of the proceeds between the various instruments and the
      derivative elements carried at fair values.





As
      a
      result of the Company not having filed the registration statement within 30
      days
      of the execution of the loan agreement, the parties agreed that the Company
      would issue warrants to purchase an additional 5,000,000 shares of the Company’s
      common stock at $2.50 per share. The warrants expire if not exercised on August
      10, 2013. These warrants were issued to cure the default that occurred on June
      28, 2006 and was executed on August 10, 2006. The Company recorded the fair
      value of these warrants as loan default costs as of June 28, 2006.





**Note 10
      - Commitments and contingencies**




Concentration
      of Credit Risk





Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash. The Company periodically evaluates the credit worthiness
      of financial institutions, and maintains cash accounts only in large high
      quality financial institutions, thereby minimizing exposure for deposits in
      excess of federally insured amounts.




Lease
      Commitments





Subsequent
      to March 31, 2007, the Company entered into a lease agreement for office space
      in Scottsdale, Arizona. The remaining lease commitment is for 4 years with
      annual payments as follows:




2008
            
            $
            75,3502009
            
            
            77,6112010
            
            
            79,9392011
            
            
            82,337$
            315,237







**Note
      11 - Accounting for derivative financial instruments**





In
      April
      29, 2006, the Company entered into an agreement whereby it would issued 6%
      secured convertible notes in the aggregate principal amount of $3,000,000 which
      are convertible into common shares of the Company at the lender’s option based
      on a rate of 50% of the then current market price at the time of the conversion
      election. The Company has the right at any time that the stock is trading below
      $5.00 per share to call the notes at a prepayment premium of 130% of the
      outstanding balance. The Company has reserved a sufficient number of its common
      shares to meet these obligations.




The
      consolidated financial statements for the year ended March 31, 2007 has
      recognize all features of the derivative financial instruments including the
      host instruments, the embedded conversion features and the free-standing
      warrants in accordance with Statement of Financial Accounting Standards No.
      133,
“Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and
      EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and
      Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”).




F-16




*Host
      instrument:*




The
      proceeds from each financing arrangement were allocated to the various elements
      of the financing resulting in discounts to the face values of the debt
      instruments. These discounts were then amortized over the debt terms (in all
      instances three-years) using the effective interest method.




*Free-standing
      warrants:*




Proceeds
      from the financing were allocated to the fair value of the warrants issued
      using
      the binomial model. These instruments will be carried as additional paid in
      capital, and their carrying values will not be adjusted to fair value at the
      end
      of each subsequent reporting period.




Free
      standing instruments, consisting of warrants, are valued using the binomial
      model valuation methodology because that model embodies all of the relevant
      assumptions that address the features underlying these instruments.





Significant
      assumptions included in this model as of March 31, 2007 are as follows:





Original
            
            DefaultWarrants
            
            WarrantsExercise
                price
            
            $
            2.50
            
            $
            2.50Shares
                subject to exercise
            
            
            7,000,000
            
            
            5,000,000Weighted
                Average Term Remaining (years)
            
            
            6.41
            
            
            6.25Volatility
            
            
            86.4
            %
            
            94.9
            %Risk-free
                rate
            
            
            4.58
            %
            
            5.23
            %Implied
                value
            
            $
            306,348
            
            $
            209,950Recorded
                value
            
            $
            -
            
            $
            13,960,334






The
      value of the original warrants was limited by the net loan amounts and debt
      conversion value after issue costs.




*Embedded
      conversion features:*




Each
      hybrid instrument was analyzed in accordance with the guidance in SFAS 133
      for
      features that possessed the characteristics of derivative instruments. Those
      instruments whose economic characteristics and risks of the embedded derivative
      instrument were not “clearly and closely related” to the host instrument were
      bifurcated and treated as derivatives under the guidance of SFAS 133 and
      recorded at fair value with adjustments to fair value at the end of each
      subsequent reporting period. This resulted in the conversion feature being
      recorded as an embedded derivative at each loan funding date, April 29, 2006,
      August 17, 2006, October 28, 2006 and November 10, 2006.





*Summary:*




As
      a
      result of the above at March 31, 2007 the balances were as follows:





Liability
            
            Additional
              Paid-in
                Capital
            
            ExpenseOriginal
                Warrants
            
            $
            -
            
            $
            -
            
            $
            -Conversion
                feature
            
            
            2,305,999
            
            
            -
            
            
            265,037Default
                warrants
            
            
            -
            
            
            13,960,334
            
            
            13,960,334Total
            
            $
            2,305,999
            
            $
            13,960,334
            
            $
            14,225,371





F-17




**Note 12
      - Company Stock**




Preferred
      Stock





At
      March
      31, 2007 and 2006, the Company had 1,000,000 shares of $0.001 par value
      authorized and no outstanding or issued shares.





Common
      Stock





At
      March
      31, 2007 and 2006, the Company had 250,000,000 shares authorized of $0.001
      par
      value common stock, of which issued and outstanding shares were 40,396,004
      and
      31,217,004, respectively.





Warrants





On
      December 19, 2005, the Company issued 75,000 warrants in conjunction with its
      private placement for common stock. The warrants entitled the investors to
      purchase 75,000 restricted common shares at $1.25 per share until December
      19,
      2007. At the time of the issuance of the warrants there was no active trading
      market in the Company’s stock. No warrants have been exercised.





In
      conjunction with 4 fundings during the year, the Company issued 7,000,000
      warrants at an exercise price of $2.50 per share and 5,000,000 warrants to
      cure
      a default caused by late filing of the registration statement with the
      Securities and Exchange Commission and 700,000 cashless warrants to the broker
      that brought the loan packages to the Company. All of these warrants expire
      seven years from issue.





Also,
      the
      Company issued 1,400,000 cashless warrants to the seller in conjunction with
      the
      acquisition of Dyson Properties, Inc. that expire three years from issue. The
      Company issued 100,000 warrants exercisable for one year to a major shareholder
      in conjunction with his loan to the Company of $200,000 during the
      year.





At
      March
      31, 2007 the status of outstanding warrants is as follows:




Issue
                Date
            
            Shares
                Exercisable
            
            Weighted
                Average
              Exercise
                Price
            
            Expiration
                DateDecember
                19, 2005
            
            
            75,000
            
            $
            1.25
            
            
            December
                19, 2007April
                29, 2006
            
            
            1,866,667
            
            $
            2.50
            
            
            April
                28, 2013June
                28, 2006
            
            
            5,000,000
            
            $
            2.50
            
            
            August
                10, 2013August
                17, 2006
            
            
            1,633,333
            
            $
            2.50
            
            
            August
                17, 2013October
                28, 2006
            
            
            700,000
            
            $
            2.50
            
            
            October
                28, 2013November
                10, 2006
            
            
            2,800,000
            
            $
            2.50
            
            
            November
                10, 2013Cashless
                April 20-November 10, 2006
            
            
            700,000
            
            $
            2.50
            
            
            April
                29 - November
              10,
                2015Cashless
                March 26, 2007
            
            
            1,400,000
            
            $
            .75
            
            
            March
                26, 2010March
                26, 2007
            
            
            100,000
            
            $
            .75
            
            
            March
                26, 2008







**Note 13
      - Earnings (Loss) Per Share**





Basic
      income (loss) per common share is computed by dividing the results of operations
      by the weighted average number of shares outstanding during the period. For
      purposes of the determining the number of shares outstanding the shares received
      by the acquirer in the reverse acquisition are treated as outstanding for all
      periods prior to the transaction.




F-18




Diluted
      income (loss) earnings per common share adjusts basic income (loss) per common
      share for the effects of convertible securities, stock options, warrants and
      other potentially dilutive financial instruments only in periods in which such
      effect is dilutive. No instruments were dilutive at March 31, 2007 or
      2006.





**Note 14
      - Quarterly Financial Data (Unaudited)**





The
      following financial data presents the impact of the Company’s restatement of its
      previously issued consolidated balance sheets, statements of operations, cash
      flows and additional paid-in capital for each of the quarters ended June 30,
      2006, September 30, 2006 and December 31, 2006. The corrections are the result
      of the Company changing its method of estimating the value of the cost of
      derivative instruments issued in conjunction with financing transactions from
      the Black-Scholes Merton model to the more preferable binomial model, the
      reversal of an adjustment for loan application costs from the reset of the
      warrant conversion price that was not completed and correction of errors in
      the
      method of calculating those estimates.





The
      Company believes that all adjustments necessary for a fair presentation of
      the
      results for periods presented have been made. None of the changes effect any
      period prior to June 30, 2006.




F-19


EMTA
                  Holdings, Inc.
 Consolidated
                  Balance Sheet
 (unaudited)
  June
                  30, 2006
              
              September
                    30, 2006
              
              December
                  31, 2006As
                    Previously Reported
              
              As
                  Restated
              
              As
                    Previously Reported
              
              As
                  Restated
              
              As
                    Previously Reported
              
              As
                  RestatedASSETSCash
              
              $
              97,985
              
              $
              97,985
              
              $
              5,545
              
              $
              5,545
              
              $
              445,652
              
              $
              445,652Accounts
                  receivable
              
              
              235,203
              
              
              235,203
              
              
              200,407
              
              
              200,407
              
              
              92,893
              
              
              92,893Inventory
              
              
              363,142
              
              
              363,142
              
              
              345,803
              
              
              345,803
              
              
              348,307
              
              
              348,307Prepaid
                  expenses
              
              
              78,961
              
              
              78,961
              
              
              119,633
              
              
              119,633
              
              
              155,963
              
              
              155,963Equipment
                  and computers, net of accumulated
                depreciation
              
              
              27,152
              
              
              27,152
              
              
              42,409
              
              
              42,409
              
              
              40,601
              
              
              40,601Other
                  assets
              
              
              43,254
              
              
              43,254
              
              
              34,055
              
              
              34,055
              
              
              8,183
              
              
              8,183Intangible
                  assets
              
              
              855,375
              
              
              855,375
              
              
              823,694
              
              
              823,694
              
              
              792,013
              
              
              792,013Total
                  Assets
              
              $
              1,701,072
              
              $
              1,701,072
              
              $
              1,571,546
              
              $
              1,571,546
              
              $
              1,883,612
              
              $
              1,883,612LIABILITIES
                  AND STOCKHOLDERS EQUITYLiabilities:Accounts
                  payable
              
              $
              575,443
              
              $
              575,441
              
              $
              649,082
              
              $
              649,082
              
              $
              216,412
              
              $
              216,412Accrued
                  liabilities
              
              
              454,346
              
              
              474,430
              
              
              440,573
              
              
              461,007
              
              
              480,532
              
              
              501,559Conversion
                  share derivative liability
              
              
              951,467
              
              
              247,288
              
              
              1,604,560
              
              
              207,322
              
              
              2,838,817
              
              
              390,160Convertible
                  notes
              
              
              9,649
              
              
              622,999
              
              
              140,949
              
              
              1,231,196
              
              
              246,908
              
              
              2,307,730Accrued
                  liabilities - long term
              
              
              878,151
              
              
              878,151
              
              
              878,151
              
              
              878,151
              
              
              878,151
              
              
              878,151Total
                  Liabilities
              
              
              2,869,056
              
              
              2,798,308
              
              
              3,713,315
              
              
              3,426,757
              
              
              4,660,820
              
              
              4,294,012Stockholders'
                  Equity:Common
                  stock
              
              
              31,217
              
              
              31,217
              
              
              31,217
              
              
              31,217
              
              
              31,367
              
              
              31,367Additional
                  paid-in capital
              
              
              31,123,649
              
              
              20,702,912
              
              
              31,711,649
              
              
              20,702,912
              
              
              47,998,351
              
              
              21,032,762Retained
                  deficit during development stage
              
              
              (32,322,850
              )
              
              (21,831,365
              )
              
              (33,884,635
              )
              
              (22,589,341
              )
              
              (50,806,926
              )
              
              (23,474,529
              )Total
                  Stockholders' Deficit
              
              
              (1,167,984
              )
              
              (1,097,236
              )
              
              (2,141,769
              )
              
              (1,855,212
              )
              
              (2,777,208
              )
              
              (2,410,399
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              1,701,072
              
              $
              1,701,072
              
              $
              1,571,546
              
              $
              1,571,546
              
              $
              1,883,612
              
              $
              1,883,613




F-20





EMTA
        Holdings, Inc.
 Consolidated
          Statement of Operation
 (unaudited)
  Three
                      Months Ended
                  
                  Three
                        Months EndedJune
                        30, 2006
                  
                  September
                      30, 2006As
                        Previously Reported
                  
                  As
                        Restated
                  
                  As
                      Previously Reported
                  
                  As
                      RestatedRevenue:Sales,
                      net of returns and allowances
                  
                  $
                  517,253
                  
                  $
                  517,253
                  
                  $
                  105,093
                  
                  $
                  105,093Cost
                      of sales
                  
                  
                  119,619
                  
                  
                  119,619
                  
                  
                  69,489
                  
                  
                  69,489Gross
                      Profit
                  
                  
                  397,634
                  
                  
                  397,634
                  
                  
                  35,604
                  
                  
                  35,604Operating
                      Expenses:Selling,
                      general and administrative
                  
                  
                  343,705
                  
                  
                  343,705
                  
                  
                  697,130
                  
                  
                  697,130Depreciation
                      and amortization
                  
                  
                  32,915
                  
                  
                  32,915
                  
                  
                  33,566
                  
                  
                  33,566Research
                      and development
                  
                  
                  81,774
                  
                  
                  81,774
                  
                  
                  64,369
                  
                  
                  64,369Total
                      Operating Expenses
                  
                  
                  458,394
                  
                  
                  458,394
                  
                  
                  795,065
                  
                  
                  795,065Loss
                      From Operations
                  
                  
                  (60,760
                  )
                  
                  (60,760
                  )
                  
                  (759,461
                  )
                  
                  (759,461
                  )Other
                      Income and (Expense):Other
                      income
                  
                  
                  2,044
                  
                  
                  2,044
                  
                  
                  391
                  
                  
                  391Gain/(Loss)
                      on disposal of assets
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  -
                  
                  
                  -Interest
                      expense
                  
                  
                  (18,560
                  )
                  
                  (19,992
                  )
                  
                  (149,622
                  )
                  
                  (38,871
                  )Change
                      in conversion share liability
                  
                  
                  (951,467
                  )
                  
                  (247,288
                  )
                  
                  (653,093
                  )
                  
                  39,966Cost
                      of curing loan default
                  
                  
                  (23,749,072
                  )
                  
                  (13,960,334
                  )
                  
                  -
                  
                  
                  -Loss
                      before provision for income taxes
                  
                  
                  (24,774,965
                  )
                  
                  (14,283,480
                  )
                  
                  (1,561,785
                  )
                  
                  (757,975
                  )Provision
                      for/(Benefit of) income taxes
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      Operating Loss
                  
                  $
                  (24,774,965
                  )
                  $
                  (14,283,480
                  )
                  $
                  (1,561,785
                  )
                  $
                  (757,975
                  )Earning
                      per share:Basic
                      earnings per share
                  
                  $
                  (0.79
                  )
                  $
                  (0.46
                  )
                  $
                  (0.05
                  )
                  $
                  (0.02
                  )Weighted
                      average shares outstanding
                  
                  
                  31,217,004
                  
                  
                  31,217,004
                  
                  
                  31,217,004
                  
                  
                  31,217,004
  F-21
  Six
                      Months Ended
                  
                  Three
                      Months Ended
                  
                  Nine
                      Months EndedSeptember
                      30, 2006
                  
                  December
                      31, 2006
                  
                  December
                      31, 2006As
                      Previously Reported
                  
                  As
                      Restated
                  
                  As
                      Previously Reported
                  
                  As
                      Restated
                  
                  As
                      Previously Reported
                  
                  As
                      RestatedRevenue:Sales,
                      net of returns and
                    allowances
                  
                  $
                  622,346
                  
                  $
                  622,346
                  
                  $
                  48,232
                  
                  $
                  48,232
                  
                  $
                  670,577
                  
                  $
                  670,577Cost
                      of sales
                  
                  
                  189,108
                  
                  
                  189,108
                  
                  
                  49,301
                  
                  
                  49,301
                  
                  
                  238,409
                  
                  
                  238,409Gross
                      Profit
                  
                  
                  433,238
                  
                  
                  433,238
                  
                  
                  (1,069
                  )
                  
                  (1,069
                  )
                  
                  432,168
                  
                  
                  432,168Operating
                      Expenses:Selling,
                      general and administrative
                  
                  
                  1,040,834
                  
                  
                  1,040,834
                  
                  
                  509,469
                  
                  
                  509,469
                  
                  
                  1,550,303
                  
                  
                  1,550,303Depreciation
                      and amortization
                  
                  
                  66,481
                  
                  
                  66,481
                  
                  
                  33,489
                  
                  
                  33,489
                  
                  
                  99,970
                  
                  
                  99,970Research
                      and development
                  
                  
                  146,144
                  
                  
                  146,144
                  
                  
                  32,046
                  
                  
                  32,046
                  
                  
                  178,190
                  
                  
                  178,190Total
                      Operating Expenses
                  
                  
                  1,253,459
                  
                  
                  1,253,459
                  
                  
                  575,004
                  
                  
                  575,004
                  
                  
                  1,828,463
                  
                  
                  1,828,463Loss
                      From Operations
                  
                  
                  (820,221
                  )
                  
                  (820,221
                  )
                  
                  (576,073
                  )
                  
                  (576,073
                  )
                  
                  (1,396,295
                  )
                  
                  (1,396,295
                  )Other
                      Income and (Expense):Other
                      income
                  
                  
                  2,434
                  
                  
                  2,434
                  
                  
                  3,374
                  
                  
                  3,374
                  
                  
                  5,809
                  
                  
                  5,809Gain/(Loss)
                      on disposal of assets
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,850
                  
                  
                  2,850Interest
                      expense
                  
                  
                  (168,181
                  )
                  
                  (58,864
                  )
                  
                  (470,981
                  )
                  
                  (129,650
                  )
                  
                  (639,163
                  )
                  
                  (188,514
                  )Change
                      in conversion share
                    liability
                  
                  
                  (1,604,560
                  )
                  
                  (207,322
                  )
                  
                  (1,490,718
                  )
                  
                  (182,838
                  )
                  
                  (3,095,278
                  )
                  
                  (390,160
                  )Cost
                      of curing loan default
                  
                  
                  (23,749,072
                  )
                  
                  (13,960,334
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (23,749,072
                  )
                  
                  (13,960,334
                  )Loan
                      application cost
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (14,387,891
                  )
                  
                  -
                  
                  
                  (14,387,891
                  )
                  
                  -Loss
                      before provision for income taxes
                  
                  
                  (26,336,750
                  )
                  
                  (15,041,456
                  )
                  
                  (16,922,289
                  )
                  
                  (885,188
                  )
                  
                  (43,259,040
                  )
                  
                  (15,926,645
                  )Provision
                      for/(Benefit of) income
                    taxes
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      Operating Loss
                  
                  $
                  (26,336,750
                  )
                  $
                  (15,041,456
                  )
                  $
                  (16,922,289
                  )
                  $
                  (885,188
                  )
                  $
                  (43,259,040
                  )
                  
                  (15,926,645
                  )Earning
                      per share:Basic
                      earnings per share
                  
                  $
                  (0.84
                  )
                  $
                  (0.48
                  )
                  $
                  (0.54
                  )
                  $
                  (0.03
                  )
                  $
                  (1.38
                  )
                  $
                  (0.51
                  )Weighted
                      average shares outstanding
                  
                  
                  31,217,004
                  
                  
                  31,217,004
                  
                  
                  31,301,787
                  
                  
                  31,301,787
                  
                  
                  31,245,368
                  
                  
                  31,245,368
   F-22
  EMTA
            Holdings, Inc.
 Consolidated
            Statement of
 Additional
            Paid-in Capital
 (unaudited)


For
                  the three months ended
              
              For
                    the six months ended
              
              For
                  the nine months ended30-Jun-06
              
              30-Sep-06
              
              31-Dec-06As
                    Previously Reported
              
              As
                    Restated
              
              As
                    Previously Reported
              
              As
                    Restated
              
              As
                  Previously
                    Reported
              
              As
                  RestatedBalance
                  March 31, 2006
              
              $
              6,742,578
              
              $
              6,742,578
              
              $
              6,742,578
              
              $
              6,742,578
              
              $
              6,742,578
              
              $
              6,742,578Adjustment
                  for fair value of warrants
              
              
              585,333
              
              
              -
              
              
              1,132,500
              
              
              -
              
              
              2,445,000
              
              
              -Adjustment
                  for fair value of warrants for commission
              
              
              46,666
              
              
              -
              
              
              87,500
              
              
              -
              
              
              87,500
              
              
              -Adjustment
                  for fair value of conversion
                rights
              
              
              23,749,072
              
              
              13,960,334
              
              
              23,749,071
              
              
              13,960,334
              
              
              23,749,071
              
              
              13,960,334Loan
                  application costs
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              14,387,89Derivative
                  adjustment for conversion
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              256,461
              
              
              -Shares
                  issued on conversion of debt
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              329,850
              
              
              329,850Balance
                  end of period
              
              $
              31,123,649
              
              $
              20,702,912
              
              $
              31,711,649
              
              $
              20,702,912
              
              $
              47,998,351
              
              $
              21,032,762
   F-23
  EMTA
          Holdings, Inc.
 Consolidated
          Statement of Cash Flows
 (unaudited)
  For
                      the three months ended
                  
                  For
                        the six months ended
                  
                  For
                      the nine months endedJune
                        30, 2006
                  
                  September
                      30, 2006
                  
                  December
                      31, 2006As
                        Previously Reported
                  
                  As
                        Restated
                  
                  As
                        Previously Reported
                  
                  As
                        Restated
                  
                  As
                        Previously Reported
                  
                  As
                      RestatedCash
                      Flows from Operating Activities:Net
                      Loss
                  
                  $
                  (24,774,965
                  )
                  $
                  (14,283,480
                  )
                  $
                  (26,336,750
                  )
                  $
                  (15,041,456
                  )
                  $
                  (43,259,040
                  )
                  $
                  (15,926,645
                  )Adjustments
                      to reconcile net loss to net cashprovided
                      by operating activities:Depreciation
                      and amortization
                  
                  
                  32,915
                  
                  
                  32,915
                  
                  
                  66,481
                  
                  
                  66,481
                  
                  
                  99,970
                  
                  
                  99,970Loss
                      (gain) on sale of assets
                  
                  
                  (2,850
                  )
                  
                  (2,850
                  )
                  
                  (2,850
                  )
                  
                  (2,850
                  )
                  
                  (2,850
                  )
                  
                  (2,850
                  )Amortization
                      of debt discount
                  
                  
                  9,649
                  
                  
                  10,967
                  
                  
                  140,949
                  
                  
                  31,196
                  
                  
                  576,908
                  
                  
                  114,716Change
                      in conversion liability
                  
                  
                  951,467
                  
                  
                  247,288
                  
                  
                  1,604,560
                  
                  
                  207,322
                  
                  
                  3,095,278
                  
                  
                  390,160Cost
                      of curing loan default
                  
                  
                  23,749,072
                  
                  
                  13,960,334
                  
                  
                  23,749,072
                  
                  
                  13,960,334
                  
                  
                  23,749,072
                  
                  
                  13,960,334Loan
                      application cost
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  14,387,891
                  
                  
                  -Changes
                      in assets and liabilities:Receivables
                  
                  
                  (133,587
                  )
                  
                  (133,587
                  )
                  
                  (98,791
                  )
                  
                  (98,791
                  )
                  
                  8,723
                  
                  
                  8,723Inventories
                  
                  
                  90,434
                  
                  
                  90,434
                  
                  
                  107,773
                  
                  
                  107,773
                  
                  
                  105,269
                  
                  
                  105,269Prepaids
                  
                  
                  (40,927
                  )
                  
                  (40,927
                  )
                  
                  (81,598
                  )
                  
                  (81,598
                  )
                  
                  (117,928
                  )
                  
                  (117,928
                  )Other
                      assets
                  
                  
                  (25,879
                  )
                  
                  (25,879
                  )
                  
                  (16,680
                  )
                  
                  (16,680
                  )
                  
                  9,192
                  
                  
                  9,192Accounts
                      payable
                  
                  
                  (430,995
                  )
                  
                  (430,995
                  )
                  
                  (357,355
                  )
                  
                  (357,355
                  )
                  
                  (790,026
                  )
                  
                  (790,026
                  )Accrued
                      liabilities
                  
                  
                  44,692
                  
                  
                  44,806
                  
                  
                  30,918
                  
                  
                  31,352
                  
                  
                  70,877
                  
                  
                  82,421Cash
                      provided (used) by operating activities
                  
                  
                  (530,974
                  )
                  
                  (530,974
                  )
                  
                  (1,194,271
                  )
                  
                  (1,194,271
                  )
                  
                  (2,066,664
                  )
                  
                  (2,066,664
                  )Investing
                      Activities:Capital
                      expenditures
                  
                  
                  (15,707
                  )
                  
                  (15,707
                  )
                  
                  (32,850
                  )
                  
                  (32,850
                  )
                  
                  (32,850
                  )
                  
                  (32,850
                  )Proceeds
                      from sales of business property
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  2,850
                  
                  
                  2,850Cash
                      used by investing activities
                  
                  
                  (12,857
                  )
                  
                  (12,857
                  )
                  
                  (30,000
                  )
                  
                  (30,000
                  )
                  
                  (30,000
                  )
                  
                  (30,000
                  )Financing
                      Activities:Net
                      borrowings of convertible notes
                  
                  
                  632,000
                  
                  
                  632,000
                  
                  
                  1,220,000
                  
                  
                  1,220,000
                  
                  
                  2,532,500
                  
                  
                  2,532,500Net
                      borrowings on short term debt
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      cash used by financing activities
                  
                  
                  632,000
                  
                  
                  632,000
                  
                  
                  1,220,000
                  
                  
                  1,220,000
                  
                  
                  2,532,500
                  
                  
                  2,532,500Net
                      increase (decrease) in cash
                  
                  
                  88,169
                  
                  
                  88,169
                  
                  
                  (4,271
                  )
                  
                  (4,271
                  )
                  
                  435,836
                  
                  
                  435,836Cash
                      at beginning of period
                  
                  
                  9,816
                  
                  
                  9,816
                  
                  
                  9,816
                  
                  
                  9,816
                  
                  
                  9,816
                  
                  
                  9,816Cash
                      at end of period
                  
                  $
                  97,985
                  
                  $
                  97,985
                  
                  $
                  5,545
                  
                  $
                  5,545
                  
                  $
                  445,652
                  
                  $
                  445,652
  F-24