**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549


___________________________________




**FORM
      10-Q**





(Mark
      One)





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





For
      the
      quarterly period ended March 31, 2008





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





For
      the
      transition period from _____________ to ___________


Commission
      file number  333-124829





**DRIFTWOOD
      VENTURES, INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **71-1033391**(State
                or other jurisdiction of incorporation or organization**)**
            (I.R.S.
                Employer Identification No.)





**2121
                Avenue of the Stars, Suite 2550****,
                Los Angeles, CA**
            **90067**(Address
                of principal executive offices)
            (Zip
                Code)**(310)
                601-2500**(Registrant’s
                telephone number, including area
                code)





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the Registrant
      was required to file such reports) and (2) has been subject to such filing
      requirements for the past 90 days.  Yes  x  No   ̈





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





Large
                Accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
              (do
                not check if a smaller reporting company)
            Smaller
                reporting companyx




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





As
      of May
      14, 2008, there were 5,807,000 shares of the Registrant’s common stock, par
      value $.001 per share, issued and outstanding .










**DRIFTWOOD
      VENTURES, INC.**




**Table
      of Contents**




**PART
      I - FINANCIAL INFORMATION**




Item
                  1. Financial Statements
              **Page**Balance
                  Sheet March 31, 2008 (Unaudited) and December 31, 2007
                  (Audited)
              3Statement
                  of Operations (Unaudited) For the Three Months Ended March 31,
                  2008 and
                  2007
              4Statements
                  of Cash Flows (Unaudited) For the Three Months Ended March 31,
                  2008 and
                  2007
              5Notes
                  to Financial Statements
              6Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              9Item
                  3. Quantitative and Qualitative Disclosures about Market
                  Risk
              11Item
                  4T. Controls and Procedures
              11




**PART
      II - OTHER INFORMATION**





Item
                1.
            Legal
                Proceedings
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3.
            Defaults
                Upon Senior Securities
            12Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            12Item
                5.
            Other
                Information
            12Item
                6.
            Exhibits
            11Signatures
            13





2





**PART
                I. FINANCIAL INFORMATION****ITEM
                1. FINANCIAL
                STATEMENTS**





**Driftwood
                Ventures, Inc.****Balance
                Sheet****March
                31, 2008**
            
            **December
                31, 2007****(Unaudited)**
            
            **(Audited)****ASSETS**Current
              AssetsCash
            
            $
            5,453
            
            $
            -Total
                Assets
            
            $
            5,453
            
            $
            -**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                LiabilitiesLoan
                payable - related party
            
            $
            120,000
            
            
            -Accounts
                payable and accrued expenses
            
            
            94,876
            
            $
            78,542Total
                Liabilities
            
            
            214,876
            
            
            78,542Stockholders'
                DeficitPreferred
                stock - $0.001 par value, 5,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -Common
                stock - $0.001 par value, 75,000,000 sharesauthorized,
                5,807,000 issued and outstanding
            
            
            5,807
            
            
            5,807Additional
                paid-in capital
            
            
            46,793
            
            
            46,793Accumulated
                Deficit
            
            
            (262,023
            )
            
            (131,142
            )Total
                Stockholders' Deficit
            
            
            (209,423
            )
            
            (78,542
            )Total
                Liabilities and Stockholders' Deficit
            
            $
            5,453
            
            $
            -




See
      notes
      to financial statements.


3




**Driftwood
                Ventures, Inc.****Statement
                of Operations****(Unaudited)****Three
                Months Ended March 31,****2008**
            
            **2007**ExpensesDonated
                services and rent
            
            
            -
            
            $
            2,100General
                and administrative
            
            $
            130,881
            
            
            4,100Net
                Loss
            
            $
            (130,881
            )
            $
            (6,200
            )Basic
                and Diluted Net Loss Per Common Share
            
            $
            (0.02
            )
            
            *Weighted
                Average Number of Common SharesOutstanding
                - Basic and Diluted
            
            
            5,807,000
            
            
            5,807,000*
                Less than $0.01, per share


See
      notes to financial
      statements.




4




**Driftwood
                Ventures, Inc.****Statement
                of Cash Flows****(Unaudited)****Three
                Months Ended March 31,****2008**
            
            **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                Loss
            
            $
            (130,881
            )
            $
            (6,200
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Donated
                management services and rent
            
            
            
            
            
            2,100Changes
                in operating assets and liabilitiesAccounts
                payable and accrued expenses
            
            
            16,334
            
            
            2,591Net
                Cash Used In Operating Activities
            
            
            (114,547
            )
            
            (1,509
            )**CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES**Proceeds
                from loan payable - related party
            
            
            120,000
            
            
            -Net
                Change in Cash
            
            
            5,453
            
            
            (1,509
            )Cash,
                beginning of period
            
            
            -
            
            
            1,764Cash,
                end of period
            
            $
            5,453
            
            $
            255




See
      notes to financial
      statements.




5




**DRIFTWOOD
                VENTURES, INC.****NOTES
                TO FINANCIAL STATEMENTS****MARCH
                31, 2008****(Unaudited)**




**1.
      DESCRIPTION OF ORGANIZATION**




Driftwood
      Ventures, Inc., (the “Company”) was incorporated under the laws of the State of
      Nevada on February 13, 2003. On December 20, 2007, the Company reincorporated
      in
      Delaware and increased its authorized capital stock from 75,000,000 shares
      to
      80,000,000 shares, consisting of 75,000,000 shares of common stock, par value
      $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001
      per
      share. No terms have been established for the preferred stock.




The
      Company was engaged in acquiring and exploring mineral properties until
      September 30, 2007, when this activity was abandoned, and the Company has been
      inactive since then.





**2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




Basis
      of Presentation





The
      accompanying unaudited financial statements and related notes have been prepared
      in accordance with accounting principles generally accepted in the United States
      for interim financial statements and with the rules and regulations under
      Regulation S-X of the Securities and Exchange Commission for Form 10-Q.
      Accordingly, they do not include all of the information and footnotes required
      by accounting principles generally accepted in the United States for complete
      financial statements presentation. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary to present fairly
      the financial position, results of operations and cash flows for interim periods
      have been included. These financial statements should be read in conjunction
      with the financial statements of the Company together with the Company's
      management discussion and analysis in the Company's Form 10-KSB for the year
      ended December 31, 2007. Interim results are not necessarily indicative of
      the
      results for a full year.




Use
      of
      Estimates





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





New
      Accounting Pronouncements





Management
      does not believe that any other recently issued but not yet effective accounting
      pronouncements, if adopted, would have a material effect on the accompanying
      financial statements.




6





**3.
      GOING CONCERN**




These
      financial statements have been prepared assuming the Company will continue
      as a going concern. The Company has incurred losses since inception, resulting
      in an accumulated deficit of $262,023 as of March 31, 2008, a working
      capital deficiency of $209,423 as of March 31, 2008, negative cash flows
      from operations $114,547 for the three months ended March 31, 2008, and further
      losses are anticipated. These factors raise substantial doubt about the
      Company's ability to continue as a going concern. Its ability to continue as
      a
      going concern is dependent upon the ability of the Company to generate
      profitable operations in the future and/or to obtain the necessary financing
      to
      meet its obligation and repay its liabilities arising from normal business
      operations when they come due. Management has plans to seek additional financing
      through private placements of its common stock and/or loans from stockholders.
      These financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the Company
      cannot continue.





**4.
      RELATED PARTY TRANSACTIONS**





On
      October 24, 2007, as amended on November 21, 2007, the Company entered into
      a
      loan agreement (the "Loan Agreement") with the Company's majority
      stockholder, Trinad Capital Master Fund, Ltd. ("TCMF “) to borrow up to a
      principal amount of $250,000 (the “Loan”). TCMF shall make advances to the
      Company in such amounts as the Company shall request from time to time. The
      borrowings under the Loan bear interest at 10%, per annum. Accrued but unpaid
      interest is added to the outstanding principal balance of the loan. The
      outstanding principal balance of the Loan and any accrued interest thereon
      shall
      be payable by the Company upon the sale of shares (other than a sale of
      shares of the Company’s common stock, par value $0.001 per share, to officers,
      directors or employees of or consultants to, the Company in connection with
      services provided to the Company) to a third party or parties with proceeds
      to
      the Company of not less than $500,000 (a “Next Financing”).





On
      April
      18, 2008, the Company entered into a second amendment to the Loan Agreement,
      whereby TCMF agreed to: (i) increase the principal amount of the loan to
      $500,000 and (ii) increase the amount of Next Financing to an amount of not
      less
      than $750,000.





Through
      March 31, 2008, the Company has borrowed $120,000 under the loan
      agreement.





On
      October 24, 2007, the Company entered into a management agreement (the
“Management Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of
      TCMF. Pursuant to the Management Agreement, which is for a term of five
      years, Trinad will provide certain management services, including, without
      limitation, the sourcing, structuring and negotiation of a potential business
      combination transaction involving the Company. The Company has agreed to pay
      Trinad a management fee of $90,000 per quarter, plus reimbursement of all
      expenses reasonably incurred by Trinad in connection with the provision of
      management services. Either party may terminate the Management Agreement with
      prior written notice. However, in the event the Company terminates the
      Management Agreement, it shall pay to Trinad a termination fee of $1,000,000.
      Management fees were waived for 2007 by Trinad.





Management
      fees in the amount of $90,000 were incurred in the three months ended March
      31,
      2008.





**5.
      INCOME TAXES**





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No.109” (FIN 48).  FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company’s financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes,” and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return.  FIN 48 also
      provides guidance under recognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition.





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company’s financial
      statements.





The
      Company’s policy is to classify assessments, if any, for tax-related interest as
      interest expenses and penalties as general and administrative
      expenses.




7




**6.
      FAIR VALUE MEASUREMENTS**





Effective
      January 1, 2008, the Company adopted both FAS 157 and FAS 159 without any
      effect.





Statement
      of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements"
      (SFAS 157), defines fair value, establishes a framework for measuring fair
      value, and expands disclosures about fair value measurements. SFAS 157 applies
      to other accounting pronouncements that require the use of fair value
      measurements. A fair value measurement assumes that the transaction to sell
      an
      asset or transfer a liability occurs in the principal market for the asset
      or
      liability, or, in the absence of a principal market, the most advantageous
      market for the asset or liability.





SFAS
      No.
      159, "The Fair Value Option for Financial Assets and Financial Liabilities
      -
      Including an amendment of FASB Statement 115", (SFAS 159) 159 permits an entity
      to elect to measure various financial instruments and certain other items at
      fair value that are not currently required to be measured at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected should be reported in earnings at each subsequent reporting
      date.




7.
      SUBSEQUENT EVENT





On
      May 1,
      2008, the Company agreed to a month-to month sublease for 15% of the premises
      leased by Trinad with rent of $3,500, per month.




8





**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.**





In
      this
      section, references to "we," "us," "our," and "ours" refer to Driftwood
      Ventures, Inc.





The
      following discussion should be read in conjunction with, and is qualified in
      its
      entirety by, the Financial Statements and the Notes thereto included in this
      report. This discussion contains certain forward-looking statements that involve
      substantial risks and uncertainties. When used in this report, the words
      "anticipate," "believe," "estimate," "expect” and similar expressions as they
      relate to our management or us are intended to identify such forward-looking
      statements. Our actual results, performance or achievements could differ
      materially from those expressed in, or implied by, these forward-looking
      statements. Historical operating results are not necessarily indicative of
      the
      trends in operating results for any future period.





This
      Form
      10-Q for the quarter ended March 31, 2008 includes a number of forward-looking
      statements that reflect our current views with respect to future events and
      financial performance. Forward-looking statements are often identified by words
      like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and
      similar expressions, or words which, by their nature, refer to future events.
      You should not place undue certainty on these forward-looking statements, which
      apply only as of the date of this report. These forward-looking statements
      are
      subject to certain risks and uncertainties that could cause actual results
      to
      differ materially from historical results or our predictions.




We
      are
      inactive as of the date of this report. Our objective is to identify an
      operating company to purchase or merge with and to raise capital to make the
      Company a more attractive merger candidate. No assurance can be given that
      we
      will be successful in meeting our objective.




Most
      of
      the Company’s activity from February 13, 2003 (date of inception) to March
      31, 2008 relates to its formation and the maintenance of its public
      filings.




**Liquidity
      and Capital Resources**




As
      of the
      date of this report, we have yet to generate any revenues from our business
      activities.




On
      October 24, 2007, the Company executed a loan agreement, as subsequently amended
      on November 21, 2007 and April 18, 2008, respectively (the “Loan Agreement”),
      with Trinad Capital Master Fund (“TCMF”), whereby TCMF agreed to loan the
      Company up to a principal amount of $500,000 (the “Loan”). TCMF shall make
      advances to the Company in such amounts as the Company shall request from time
      to time. $120,000 was advanced during the quarter ended March 31, 2008. The
      Loan
      bears interest at the rate of 10% per annum. The entire outstanding principal
      amount of the Loan and any accrued interest thereon shall be due and payable
      by
      the Company upon, and not prior to, the consummation of a sale of securities
      (other than a sale of shares of the Company’s common stock, par value $0.001 per
      share, to officers, directors or employees of, or consultants to, the Company
      in
      connection with their provision of services to the Company), to a third party
      or
      parties with proceeds to the Company of not less than $750,000 (a “Next
      Financing”) .


**Results
        of Operations for the Three Months Ended March 31, 2008**
  The
        Company had a net loss for the three months ended March 31, 2008 of $130,881
        consisting of general and administrative expenses.
  **Results
        of Operations for the Three Months Ended March 31, 2007**
  The
        Company had a net loss for the three months ended March 31, 2008 of $6,200
        consisting of general and administrative expenses and donated services and
        rent.




9


**Critical
        Accounting Policies**
  The
        significant accounting policies that we believe are the most critical to
        aid in
        fully understanding and evaluating our reported financial results are as
        follows:
  **Fair
        Value of Financial Instruments**
  Our
        carrying values of cash and due to related party approximate their fair values
        because of the short-term maturity of these instruments.
  **Use
        of Estimates**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires our management to make estimates and assumptions
        that affect the reported amounts of assets and liabilities and disclosures
        of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
  **Income
        (Loss) per Common Share**
  Basic
        net
        income (loss) per share was computed by dividing the net income (loss) for
        the
        period by the basic weighted average number of shares outstanding during
        the
        period. Diluted net income (loss) per share was computed by dividing the
        net
        income (loss) for the period by the weighted average number and any potentially
        diluted shares outstanding during the period.


**Income
      Taxes**




The
      Company provides for deferred income taxes using the liability method. Deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and the tax
      effect of net operating loss carry-forwards. A valuation allowance has been
      provided as it is more likely than not that the deferred tax assets will not
      be
      realized.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**




In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). This statement
      replaces SFAS No. 141 “Business Combinations” (“SFAS 141”). This statement
      retains the fundamental requirements in SFAS 141 that the acquisition method
      of
      accounting (which SFAS 141 called the purchase method) be used for all business
      combinations and for an acquirer to be identified for each business combination.
      This statement defines the acquirer as the entity that obtains control of one
      or
      more businesses in the business combination and establishes the acquisition
      date
      as the date that the acquirer achieves control. This statement requires an
      acquirer to recognize the assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree at the acquisition date, measured at
      their fair values as of that date, with limited exemptions specified in the
      statement. This statement applies prospectively to business combinations for
      which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. The Company is
      currently evaluating the expected effect, if any, SFAS 141(R) will have on
      its
      financial statements.





In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interest in
      Consolidated Financial Statements” (“SFAS 160”), an amendment of Accounting
      Research Bulletin No. 51, “Consolidated Financial Statements” (“ARB 51”). SFAS
      160 establishes accounting and reporting standards for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. Minority
      interest will be recharacterized as noncontrolling interests and will be
      reported as a component of equity separate from the parent’s equity, and
      purchases or sales of equity interest that do not result in a change in control
      will be accounted for as equity transactions.





In
      addition, net income attributable to the noncontrolling interest will be
      included in net income on the face of the income statement and upon a loss
      of
      control, the interest sold, as well as any interest retained, will be recorded
      at fair value with any gain or loss recognized in earnings. This pronouncement
      is effective for fiscal years beginning after December 15, 2008. The Company
      is
      currently evaluating the potential impact, if any, of the adoption of SFAS
      160
      on its financial position, results of operations and cash flows.




10




Management
      does not believe that any other recently issued, but not yet effective,
      accounting pronouncements, if adopted, would have a material effect on the
      accompanying financial statements.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any relationships with unconsolidated entities or financial partners,
      such
      as entities often referred to as structured finance or special purpose entities,
      which would have been established for the purpose of facilitating off-balance
      sheet arrangements or other contractually narrow or limited purposes. In
      addition, we do not have any undisclosed borrowings or debt, and we have not
      entered into any synthetic leases. We are, therefore, not materially exposed
      to
      any financing, liquidity, market or credit risk that could arise if we had
      engaged in such relationships.


**Impact
        of Inflation**
  We
        believe that inflation has not had a material impact on our results of
        operations for the three months ended March 31, 2008 and 2007. We cannot
        assure
        you that future inflation will not have an adverse impact on our operating
        results and financial condition.


**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk.**





Not
      applicable as we are a smaller reporting company.





**Item
      4T. Controls and Procedures.**




As
        required by Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act
        of
        1934, as of March 31, 2008, the end of the period covered by this report,
        our
        management concluded its evaluation of the effectiveness of the design and
        operation of our disclosure controls and procedures. Disclosure controls
        and
        procedures are controls and procedures designed to reasonably assure that
        information required to be disclosed in our reports filed under the Securities
        Exchange Act of 1934, such as this report, is recorded, processed, summarized
        and reported within the time periods prescribed by SEC rules and regulations,
        and to reasonably assure that such information is accumulated and communicated
        to our management, including our Chief Executive Officer and Chief Financial
        Officer, to allow timely decisions regarding required disclosure.
  Our
        management does not expect that our disclosure controls and procedures will
        prevent all error and fraud. A control system, no matter how well designed
        and
        operated, can provide only reasonable, not absolute, assurance that the control
        system's objectives will be met. Further, the design of a control system
        must
        reflect the fact that there are resource constraints, and the benefits of
        controls must be considered relative to their costs. Because of the inherent
        limitations in all control systems, no evaluation of controls can provide
        absolute assurance that all control issues and instances of fraud, if any,
        have
        been detected. These inherent limitations include the realities that judgments
        in decision-making can be faulty, and that breakdowns can occur because of
        simple error or mistake. The design of any system of controls is based in
        part
        upon certain assumptions about the likelihood of future events, and there
        can be
        no assurance that any design will succeed in achieving its stated goals under
        all potential future conditions.
  As
        of the
        evaluation date, our Chief Executive Officer and Chief Financial Officer
        concluded that our disclosure controls and procedures are effective in providing
        reasonable assurance that information required to be disclosed in our reports
        under the Securities Exchange Act of 1934 is recorded, processed, summarized
        and
        reported within the time periods prescribed by SEC rules and regulations,
        and
        that such information is accumulated and communicated to our management,
        including our Chief Executive Officer and Chief Financial Officer, to allow
        timely decisions regarding required disclosure.
  There
        have been no changes in our internal control over financial reporting during
        the
        period covered by this report that has materially affected, or is reasonably
        likely to materially affect our internal control over financial
        reporting.
 11


**PART
      II - OTHER INFORMATION**


**Item
                  1.**
              **Legal
                  Proceedings.**None.**Item
                  2.**
              **Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds.**None.**Item
                  3.**
              **Defaults
                  Upon Senior Securities.**None.**Item
                  4.**
              **Submission
                  of Matters to a Vote of Security Holders.**None.**Item
                  5.**
              **Other
                  Information.**None.**Item
                  6.**
              **Exhibits.**31.1
              
              Certification
                  of Chief Executive Officer *31.2
              
              Certification
                  of Chief Financial Officer *32.1
              
              Certification
                  of Principal Executive Officer pursuant to U.S.C. Section 1350
                  *32.2
              
              Certification
                  of Principal Financial Officer pursuant to U.S.C. Section 1350
                  *
  *Filed
        herewith
  12




**SIGNATURES**




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




May
      19,
      2008




Driftwood
      Ventures, Inc.


/s/
                Robert EllinRobert
                Ellin, President and Chief Executive Officer





13