UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-Q



(Mark One)



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



For the quarterly period ended June 30, 2007



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



For the transition period from _______________ to _______________.



Commission file number: 000-33109



EntreMetrix Corporation

(Exact name of registrant as specified in its charter)



Nevada
(State or other jurisdiction of
incorporation or organization)
        81-0444479
(I.R.S. Employer
Identification No.)18101 Von Karman Avenue, Suite 330
Irvine, California
(Address of principal executive offices)
        92612
(Zip Code)




Registrants telephone number, including area code    (888) 798-9100



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.    YesXNo



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



Large accelerated filer  ___
        Accelerated filer ___
        Non-accelerated filerX




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YesNoX



Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   YesNo



Applicable only to corporate issuers:



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.  As of August 17, 2007, there were 59,793,865 shares of common stock, par value $0.001, issued and outstanding.



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ENTREMETRIX CORPORATION



TABLE OF CONTENTS



PART I



ITEM 1
        FINANCIAL STATEMENTS
        3ITEM 2
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        17ITEM 3
        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        27ITEM 4
        CONTROLS AND PROCEDURES
        27




PART II



ITEM 1
        LEGAL PROCEEDINGS
        29ITEM 1A
        RISK FACTORS
        29ITEM 2
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
        29ITEM 3
        DEFAULTS UPON SENIOR SECURITIES
        29ITEM 4
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        29ITEM 5
        OTHER INFORMATION
        29ITEM 6
        EXHIBITS
        29






2




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PART I



This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the Exchange Act).  These statements are based on managements beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading Managements Discussion and Analysis of Financial Condition or Plan of Operation.  Forward-looking statements also include statements in which words such as expect, anticipate, intend, plan, believe, estimate, consider or similar expressions are used.



Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.



ITEM 1
        Financial Statements








3




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ENTREMETRIX CORPORATION



CONSOLIDATED BALANCE SHEETS





As ofJune 30,
        
        December 31,2007
        
        2006Unaudited
        
        AuditedASSETSCurrent AssetsCash
        
        $        31,104
        
        $          45,755Accounts receivable, net of allowance for bad debt of  $21,500 and $13,500
        67,684
        
        70,937Prepaid expenses
        
        17,612
        
        24,565Total Current Assets
        
        116,400
        
        141,257Property and equipment, net of accumulated depreciationof $13,945 and $13,068
        
        1,012
        
        1,890Other AssetsDeposits
        
        2,760
        
        2,760Other receivables
        
        1,994
        
        1,994Total Other Assets
        
        4,754
        
        4,754TOTAL ASSETS
        
        $      122,166
        
        $        147,901LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable
        
        $        52,369
        
        $          13,513Payroll liabilities
        
        212,782
        
        134,249Other current liabilities
        
        228,301
        
        227,227Notes payable to related parties, current portion
        
        253,067
        
        240,667Total current Liabilities
        
        746,519
        
        615,656Notes payable to related parties, net of current portion
        
        434,112
        
        434,112TOTAL LIABILITIES
        
        1,180,631
        
        1,049,768Stockholders' DeficitCommon stock, $0.001 par value, 300,000,000 shares authorized;56,793,865 and 57,987,865 shares issued and  outstanding
        
        56,794
        
        57,988Paid-in capital
        
        773,280
        
        715,272Accumulated deficit
        
        (1,888,539)
        
        (1,658,962)Treasury stock (159,000 shares, at cost)
        
        -
        
        (16,165)Total Stockholders' Deficit
        
        (1,058,465)
        
        (901,867)




TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
        
        $ 122,166
        
        $ 147,901




4



See notes to interim unaudited consolidated financial statements



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ENTREMETRIX CORPORATION



CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)





For three months ended
        For six months endedJune 30,
        June 30,2007
        2006
        2005
        2007
        2006
        2005Revenues
        $   1,260,743
        $   1,789,030
        $   1,971,714
        $   2,591,337
        $   3,622,758
        $   4,105,767Cost and ExpensesCost of revenue
        1,195,679
        1,677,577
        1,856,780
        2,488,320
        3,450,376
        3,883,626Selling, general and administrative expenses
        102,617
        75,730
        394,087
        239,448
        164,607
        516,7911,298,296
        1,753,307
        2,250,867
        2,727,768
        3,614,983
        4,400,417Operating income (loss)
        (37,553)
        35,723
        (279,153)
        (136,431)
        7,775
        (294,650)Other Income (Expenses):Interest and Other Income
        1
        2
        1
        3
        3
        62Interest and Other Expenses
        (82,741)
        (12,002)
        (4,530)
        (92,349)
        (24,487)
        (12,394)Total Other Income (Expenses)
        (82,740)
        (12,000)
        (4,529)
        (92,346)
        (24,484)
        (12,332)Net income (loss) before Income Taxes
        (120,293)
        23,723
        (283,682)
        (228,777)
        (16,709)
        (306,982)Provision for Taxes
        -
        -
        -
        800
        800
        800Net Income (Loss)
        $     (120,293)
        $        23,723
        $     (283,682)
        $     (229,577)
        $       (17,509)
        $     (307,782)Net loss per share, Basic and Diluted
        NIL
        NIL
        $           (0.01)
        NIL
        NIL
        $           (0.01)Weighted Average Number of Shares
        56,923,198
        56,987,865
        51,023,908
        57,455,532
        56,987,865
        51,307,242










6



See notes to interim unaudited consolidated financial statements



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ENTREMETRIX CORPORATION



CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)





For six months endedJune 30,2007
        2006
        
        2005CASH FLOW FROM OPERATING ACTIVITIES:Net loss
        
        $   (229,577)
        $     (17,509)
        
        $   (307,782)Adjustments to reconcile net loss to net cash used inoperating activities:Depreciation and amortization
        
        878
        1,901
        
        4,458Penalty incurred on notes payable
        
        12,400
        -
        
        120,000Stock based equity expense
        
        72,979
        -
        
        -(Increase) Decrease in:Accounts receivable
        
        3,253
        (7,878)
        
        (9,319)Other receivable
        
        -
        -
        
        549Prepaid expenses and other assets
        
        6,953
        (16,871)
        
        9,658Deposits
        
        -
        2,185
        
        -Increase (Decrease) in:Accounts payable and accrued expenses
        
        118,463
        15,192
        
        105,637Deferred revenue
        
        -
        26,700
        
        67,803Net Cash Flows Provided by (Used in) Operating Activities
        (14,651)
        3,720
        
        (8,996)CASH FLOW FROM INVESTING ACTIVITIES:Net Cash Flows Provided by  Investing Activities
        
        -
        -
        
        -CASH FLOW FROM FINANCING ACTIVITIES:Repayment to related parties
        
        -
        (4,000)
        
        (49,444)Proceeds from related party loan
        
        -
        -
        
        114,000Proceeds from exercising stock warrants
        
        -
        500
        
        -Repurchase of common stock
        
        -
        (2,415)
        
        -Net Cash Provided by (Used in) Financing Activities
        
        -
        (5,915)
        
        64,556NET INCREASE (DECREASE)  IN CASH
        
        (14,651)
        (2,195)
        
        55,560CASH AT BEGINNING OF PERIOD
        
        45,755
        120,994
        
        117,136CASH AT END OF PERIOD
        
        $      31,104
        $    118,799
        
        $    172,696Supplemental Disclosure of Cash Flow Information:Interest paid
        
        $        8,184
        $        7,440
        
        $      12,395Taxes paid
        
        $             -
        $             -
        
        $             -Noncash Investment and Financing Activities:Retirement of treasury stock
        
        $      16,165
        $               -
        
        $               -Cancellation of 1 million common shares
        
        $        1,000
        $               -
        
        $               -Addition of debt to retire common shares and accrued interest
        $               -
        $               -
        
        $    191,988








7

See notes to interim unaudited consolidated financial statements





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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Business: EntreMetrix Corporation, (EntreMetrix) was incorporated in the state of Nevada on July 17, 2002.   EntreMetrix is a Business Development Corporation (BDC) focusing on the development of opportunities to invest in eligible portfolio companies providing early stage capital, strategic guidance and operational support. EntreMetrix also provides human resource management services including payroll processing, workers compensation and payroll tax filings for small to medium size business.



On February 25, 2004, EntreMetrix entered into a Stock Purchase Agreement with Missouri River and Gold Germ Corp (MRGG).  It is agreed that MRGG will issue to the owner of EntreMetrix 19,752,460 shares of common stock of MRGG in exchange of 100% of the registered and fully paid up capital of EntreMetrix.  The closing date of this exchange transaction was March 8, 2004.



As a result of the acquisition, the former owner of EntreMetrix holds a majority interest (80%) in the combined entity (the Company).  Generally accepted accounting principles require in certain circumstances that a company whose stockholders retain the majority voting interest in the combined business to be treated as the acquirer for financial reporting purposes.  Accordingly, the acquisition has been accounted for as a reverse acquisition whereby EntreMetrix is deemed to have purchased MRGG.  However, MRGG remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes.  The historical financial statements prior to March 8, 2004 are those of EntreMetrix.  All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of EntreMetrix.  After acquiring, the Company changed its!
 name to
EntreMetrix Corporation.



On March 7th 2006 the Company filed form N-54A with the SEC to become a Business Development Company (BDC) pursuant to section 54 of the Investment Company Act of 1940. The Companys election provides a platform for the Company to assist eligible, smaller companies, selected by the Company, with guidance, counseling, and financial assistance to help those companies execute their business plans.



EntreMetrix plans to use its Business Development Corporation status to aid its eligible portfolio companies with early stage capital, strategic guidance and operation support. EntreMetrix intends to use its status as a Business Development Company to bring its support and experience for small businesses full circle. The Company plans to leverage its support tools and services to cultivate and support a number of portfolio investment scenarios which they expect to increase the Companys net asset value. The Company further intends to accelerate its Business Development platform by using its expertise in capital formation, strategic growth and pubic market entry to benefit its eligible portfolio companies.



Presentation of Interim Information: The accompanying consolidated financial statements as of June 30, 2007 and for the three and six months ended June 30, 2007, 2006 and 2005 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  However, the



9




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)



Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.



The balance sheet as of December 31, 2006 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.



In the opinion of Management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of June 30, 2007 and for the three and six months ended June 30, 2007, 2006 and 2005 have been made.  The results of operations for the six months ended June 30, 2007 are not necessarily indicative of the operating results for the full year.



Principle of Consolidation and Presentation: The accompanying consolidated financial statements include the accounts of EntreMetrix Corporation. and its subsidiaries after elimination of all inter-company accounts and transactions.  Certain prior period balances have been reclassified to conform to the current period presentation.



Use of estimates: The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Net Loss Per Share: Basic net loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period.  Diluted net loss per share does not differ from basic net loss per share since potential shares of common stock are anti-dilutive for all periods presented.  Potential shares consists of stock warrants.



New Accounting Pronouncements: In May 2007, the FASB issued FASB Staff Position No. FIN 48-1 (FSP 48-1),Definition of Settlement in FASB Interpretation No. 48.  FSP 48-1 amended FIN 48 to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits.  FSP 48-1 required application upon the initial adoption of FIN 48.  The adoption of FSP 48-1 did not affect the Companys condensed consolidated financial statements.



In February 2007, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards (FAS) No. 159,The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value at



10




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)



specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement.  FAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.



In September 2006, the FASB issued FAS No. 157,Fair Value Measurements. FAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement addresses how to calculate fair value measurements required or permitted under other accounting pronouncements. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice.  FAS No. 157 is effective for the Company beginning January 1, 2008. The Company is currently evaluating the impact of this standard.



In September 2006, the Securities and Exchange Commission ("SEC") staff issued Staff Accounting Bulletin No. 108 ("SAB 108"),Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.The stated purpose of SAB 108 is to provide consistency between how registrants quantify financial statement misstatements.



Prior to the issuance of SAB 108, there have been two widely-used methods, known as the "roll-over" and "iron curtain" methods, of quantifying the effects of financial statement misstatements. The roll-over method quantifies the amount by which the current year income statement is misstated while the iron curtain method quantifies the error as the cumulative amount by which the current year balance sheet is misstated. Neither of these methods considers the impact of misstatements on the financial statements as a whole.



SAB 108 established an approach that requires quantification of financial statement misstatements based on the effects of the misstatement on each of the Company's financial statements and the related financial statement disclosures. This approach is referred to as the "dual approach" as it requires quantification of errors under both the roll-over and iron curtain methods.



SAB 108 allows registrants to initially apply the dual approach by either retroactively adjusting prior financial statements as if the dual approach had always been used, or by recording the cumulative effect of initially applying the dual approach as adjustments to the carrying values of assets and liabilities as of January 1, 2006 with an offsetting adjustment recorded to the opening balance of retained earnings.



The Company will initially apply SAB 108 using the cumulative effect transition method in connection with the preparation of the annual financial statements for the year ending December 31, 2006. The Company does not believe the adoption of SAB 108 will have a significant effect on its consolidated financial statements.



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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2  GOING CONCERN



The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  In the near term, the Company expects operating costs to continue to exceed funds generated from operations.  As a result, the Company expects to continue to incur operating losses and may not have sufficient funds to grow its business in the future.  The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations.  As a result, operations in the near future are expected to continue to use working capital.



Management of the Company is actively increasing marketing efforts to increase revenues. The ability of the Company to continue as a going concern is dependent on its ability to meet its financing arrangement and the success of its future operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



On May 26, 2006, the Company filed an Offering Circular with the SEC to sell up to $5 million of the Companys common stock.  During the first six months ending June 30, 2007, the Company did not sell any shares.  The offering is to be expired on August 27, 2007.



NOTE 3  MAJOR CUSTOMERS



During the three and six months ended June 30, 2007, three major customers accounted for $663,539, and $1,360,317, or 59%, and 59% of total revenues, respectively.



During the three and six months ended June 30, 2006, three major customers accounted for $986,188, and $1,829,491 or 56%, and 51% of total revenues, respectively.



During the three and six months ended June 30, 2005, three major customers accounted for $833,452, and $1,568,965 or 43%, and 39% of total revenues, respectively.



NOTE 4  OTHER CURRENT LIABILITIES



Accrued expenses consist of:

(Unaudited)
        
        (Audited)June 30,
        
        December 31,2007
        
        2006Accrued Interest Expenses
        $                  45,220
        
        $                  35,107Contingency liability
        140,000
        
        140,000Accrued Professional Expenses
        7,000
        
        19,000Payroll tax penalty
        14,362
        
        12,363Employee Reimbursable
        20,119
        
        19,957Other
        
        1,600
        
        800Total
        
        $ 228,301
        
        $ 227,227






12




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5  NOTES PAYABLE TO RELATED PARTIES



Notes Payable to related parties at June 30, 2007, and December 31, 2006 consists of the following:



June 30,
        
        December 31,2007
        
        20061.) Payable to a related party, interest accruedat 8%, due on December 31, 2006 a
        $            84,475
        
        $            84,4752.) Payable to a related party, term is open
        1,233
        
        1,2333.) Payable to a related party, interest accruedat 8%, due on December 17, 2007 b
        85,216
        
        85,2164.) Payable to a related party, interest accruedat 8%, due on December 17, 2007  b
        85,216
        
        85,2165.) Payable to ICP, a related party, interestaccrued at 12%, due on December 31, 2007  c
        136,400
        
        124,0006.) Payable to former President for the settlement,no interest is accrued, payable in 36 equal$9,722 payments d
        294,639
        
        294,639Total notes payable to related parties
        687,179
        
        674,779Less: current portion
        253,067
        
        240,667Notes payable to related parties, net of current portion
        $          434,112
        
        $          434,112




a.  The note is currently in default.  The Company is negotiating with the related parties for the payment.



b.   On July 18, 2006, a former attorney of the Company agreed to cancel 1,000,000 shares of the retaining 2,000,000 shares to the Company.  The CEO and the CFO of the Company each agreed to assume half of the total legal fees payable to the attorney for the total amount of $170,432.  The amounts were converted into notes payable accruing interest at 8% per annum, due on December 17, 2007.



c.  On May 20, 2005, the Company entered into a Bridge Loan Agreement with Infinity Capital Partners, LLC (ICP, a related party), to borrow funds up to $250,000 with the interest payable monthly at 12% per annum and due on December 15, 2005.  The Company did not fulfill the payment on December 15, 2005; as a result, a new agreement was made between the parties.  According to the new agreement, a $10,000 penalty was incurred and added to the note principal, and the loan will continue to bear an interest at 12% per annum on the balance through December 31, 2006.  In addition, the Company also failed to raise additional $200,000 in funding from outside interest pursuant to the Agreement; the Company is contingently liable to issue 3,500,000 restricted shares to the Lender for consideration.  The shares were valued at $0.04 per share on December 31, 2005, and the total amount of !
$140,000
was accrued and charged to interest expense. The Company did not fulfill the payment on December 31, 2006; as a result, a new



13




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



agreement was made between the parties in January 2007.  According to the new agreement, a $12,400 penalty was incurred and added to the note principal, and the loan will continue to bear an interest at 12% per annum on the balance through December 31, 2007 . If the loan is not paid in full on or before the extended due date, an additional 10% penalty will be applied and the interest would be payable monthly.  As of June 30, 2007, the 3,500,000 restricted shares had not yet been issued, and the Company is negotiating for the payment.



d.
        The note is in default due to a pending litigation. (See note 9)




NOTE 6  NET LOSS PER SHARE



The following table sets forth the computation of basic and diluted net loss per share:



Three months ended
        
        Six months endedJune 30,
        
        June 30,2007
        2006
        2005
        
        2007
        2006
        2005Numerator:Net Loss
        $      (120,293)
        $         23,723
        $      (283,682)
        
        $      (229,577)
        $        (17,509)
        $      (307,782)Denominator:Weighted Average Number of Shares
        56,923,198
        56,987,865
        51,023,908
        
        57,455,532
        56,987,865
        51,307,242Net loss per share-Basic and Diluted
        NIL
        NIL
        $            (0.01)
        
        NIL
        NIL
        $            (0.01)




As the Company incurred net losses for the three and six months ended June 30, 2007, the effect of dilutive securities totaling 280,488 and 354,530 equivalent shares, respectively, has been excluded from the calculation of diluted loss per share because their effect was anti-dilutive.



As the Company incurred net losses for the three and six months ended June 30, 2006, the effect of dilutive securities totaling 915,585 and 457,793 equivalent shares, respectively, has been excluded from the calculation of diluted loss per share because their effect was anti-dilutive.



There were 1.5 million shares out-of-money stock warrants outstanding as of June 30, 2005.



NOTE 7  STOCKHOLDERS EQUITY



On May 20, 2005, the Company granted warrants to a creditor to purchase up to 1,500,000 shares of the Companys Common stock in consideration for the issuance of the debt of $114,000 disclosed in Note 7.  The warrants are exercisable at $0.01 per share and expire after two years. The warrants were valued at $39,998 using the Black-Scholes option pricing model and were amortized over the term of the note.  On May 4, 2007, the Company extended the expiration date for additional two years.  The warrants were valued at $112,977 using the Black-Scholes option pricing model.  Accordingly, the Company recognized additional expense of $72,979.



On January 19, 2007, the Company cancelled 1,000,000 shares of common stock in connection with the settlement of all claims and disputes with and the former attorney (See Note 5b).



14




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



As of June 30, 2007, there were 6,949,233 shares of common stock pending to be cancelled due to non-compliance of the vesting conditions stated in the restricted stock bonus agreements dated in September 2004.



NOTE 8  GUARANTEES



The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims.  These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Companys businesses or assets; and (ii) certain agreements with the Companys officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising our of their employment relationship.



The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its consolidated balance sheet as of June 30, 2007.



NOTE 9  LEGAL PROCEEDINGS



On May 23, 2005, the Company entered into a settlement agreement with the former president and his wife to discontinue the civil complaint against the Company. The Company agreed to pay a sum of $350,000 to the former president who, in return, agreed to file a dismissal of the entire action, with prejudice, as to all defendants identified in the agreement, returned the remaining 18,652,710 shares of the Companys common stock and all property and documents still in their control and possession, and forgave any notes and accrued interest owed by the Company to him. The settlement is payable over thirty-six (36) months with the first payment due on June 1, 2005, without any interest accrued to the unpaid balance, and secured by personal promissory note by both the CEO and the CFO of the Company. The Company also agreed to file a dismissal of the cross-complaint against the former president and hi!
s wife.



The Company accounts for these transactions using a constructive retirement approach and charged the excess of the net settlement amount over the par value to paid-in capital.



Settlement amount
        
        
        $     350,000Less: Forgiven notes payable
        
        158,011Less: Forgiven accrued interest
        
        12,748Net settlement amount
        
        179,241Par value of returned 18,652,710 shares
        (18,653)Excess of settlement amount overover par value charged to paid-in capital
        $    160,588




On June 6, 2006, the Company filed a lawsuit against the former officer of the Company for breach of contract on a settlement agreement signed May 23, 2005.  As of June 30, 2007, this matter remains in motion with the Orange County Courts.  The Company is holding any



15




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ENTREMETRIX CORPORATION



NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



payments due to the same officer on a prior settlement agreement, due to the breach of the contract.



NOTE 10  SEGMENT INFORMATION



SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information requires that a publicly traded company must disclose information about its operating segments when it presents a complete set of financial statements. Since the Company has only one segment; accordingly, detailed information of the reportable segment is not presented.



NOTE 11  RISK MANAGEMENT



The Company is expected to various risks of loss related torts; theft of, damage to and destruction of assets, error and omissions and natural disasters for which EntreMetrix does not renew its commercial insurance in 2007.







16




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ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations.



Our Managements Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business  disruptions; the ability to attract and ret!
ain
qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.



Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.



Overview



We focus on the development of opportunities to invest in eligible portfolio companies providing early stage capital, strategic guidance and operational support.  We also provide structural support services for small businesses including financial guidance in areas of treasury management, general accounting oversight and capital formation, employee-related administration and regulatory compliance, as well as handling of such areas as payroll, benefits and insurance operations, regulatory filings and overall HR guidance as the clients Administrative Employer, and strategic guidance in the areas of sales strategy and automation.



Our principal objective is long-term capital appreciation.  We may invest in debt securities of these companies, or may acquire an equity interest in the form of common or preferred stock, warrants or options to acquire stock or the right to convert the debt securities into stock.  We may invest alone, or as part of a larger investment group.  Consistent with our status as a BDC and the purposes of the regulatory framework for BDCs under the 1940 Act, we will offer to provide managerial assistance, potentially in the form of a consulting agreement or in the form of a board of directors seat, to the developing companies in which we invest.



In addition, we may acquire either a minority or controlling interest in mature companies in a roll-up strategy.  It is anticipated that any acquisitions will be primarily in exchange for our common stock, or a combination of cash and stock.  The principal objective of acquisitions pursuant to a roll-up strategy would be to consolidate an industry and either sell the acquired entities as a larger unit, or take the unit public through an initial public offering, spin-off to our shareholders, or reverse merger into a publicly traded shell corporation.



17




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We operate as an internally managed investment company whereby our officers and employees conduct our operations under the general supervision of our Board of Directors.  We have not elected to qualify to be taxed as a regulated investment company as defined under Subchapter M of the Internal Revenue Code.



Our common stock trades on the over the counter bulletin board under the symbol ERMX.



Our financial statements have been prepared assuming we will continue as a going concern.  Because we have historically incurred operating losses, and expect those losses to continue in the future, our Certified Public Accountants included an explanatory paragraph in their report raising substantial doubt about our ability to continue as a going concern.



Investment Strategy



We intend to make strategic investments in private technology, life science, manufacturing and business service companies which offer unique market opportunities.  Our Investment Committee has adopted a charter to evaluate each opportunity for criteria including market viability, market uniqueness, managements ability, and the added value that the Company can bring to the enhance the value of the prospective portfolio company.  The Investment Committees assessment will also include a review of the prospective portfolio companys readiness and ability to utilize the Companys BDC status to aid it in going public, and make best use of the Companys support tools and services.  The prospective portfolio company will also need to comply with the Companys requirement as a BDC to provision significant managerial oversight, guidance and structural support!

including participation on the board of directors.



Our Enstruxis, Inc. Portfolio Company



Our strategy is to expand into several key U.S. markets offering our core support services and cultivating investment opportunities within a growing client base.  We expect to grow through direct sales development in selected local U.S. markets and will continue to develop and evaluate investment and acquisition opportunities in these same local markets of similar firms offering services that complement and support our target clients and investment opportunities.



Our support services include providing Administrative Employer and strategic guidance services to small business owners.  We believe our administrative employer services allow small business owners to outsource the employee-related administrative and regulatory duties in order to concentrate on their core business competencies and growth.  When we provide administrative employer services for our clients or portfolio companies we usually do so under a monthly contract.  The services related to employee administration, payroll, taxes and benefits are bundled with our fee and invoiced to our clients each pay period.  We deliver our invoice and payroll to our clients the day before the clients pay day.  This practice differs from the administrative employer or the payroll service industry, which generally invoices and demands payment prior to payroll deli!
very.
Our practice, however, creates a collection risk from our small business clients.  To minimize this risk, we extend the payroll float to clients we determined to be credit worthy, although there is no assurances that our determination is accurate, or that our efforts to reduce such risks would be successful.



Our extension of credit to certain of our clients requires us to demand a higher profit margin than is common to the administrative employer industry to compensate us for this higher



18




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level of risk.  This risk of collection, from time to time, creates a working capital deficit for us, which may materially affect our business operations and finances.  For clients who we determine are not credit worthy, we will require either payment in advance or cash on delivery upon rendering of our services, similar to the standard practice of the administrative employer and payroll service industry for all clients.



Because we are a service provider, our primary operating costs and expenses are staff and management payroll, salaries, and benefits.  Our sales and general administrative expenses aside from the foregoing include rent for office space, computer equipment and software services and insurance.  We currently have no copyrights, trademarks or patents, but expect to pursue copyright and trademark protection for some of our marketing programs and materials.  Our business generally is not impacted by seasonal changes.



We do not anticipate performing any significant product research and development.



We do anticipate purchasing or leasing operational facilities in the next twelve months; however, if such a purchase were contemplated it would be subject to our receipt of sufficient income from operations or funds from borrowings or stock sales to enable such purchases or leases.



The number of employees required to operate our business is currently 3 full-time and 1 part time employees.  We scale our staffing based on sales growth leading top client need.  This flexibility allows us to scale up or down based on need.



Regulation as a BDC



Although the 1940 Act exempts a BDC from registration under that Act, it contains significant limitations on the operations of BDCs.  Among other things, the 1940 Act contains prohibitions and restrictions relating to transactions between a BDC and its affiliates, principal underwriters and affiliates of its affiliates or underwriters, and it requires that a majority of the BDCs directors be persons other than interested persons, as defined under the 1940 Act.  The 1940 Act also prohibits a BDC from changing the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless so authorized by the vote of the holders of a majority of its outstanding voting securities.  BDCs are not required to maintain fundamental investment policies relating to diversification and concentration of investments within a single industry.



Generally, a BDC must be primarily engaged in the business of furnishing capital and providing managerial expertise to companies that do not have ready access to capital through conventional financial channels.  Such portfolio companies are termed eligible portfolio companies.  More specifically, in order to qualify as a BDC, a company must (1) be a domestic company; (2) have registered a class of its equity securities or have filed a registration statement with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934; (3) operate for the purpose of investing in the securities of certain types of portfolio companies, namely immature or emerging companies and businesses suffering or just recovering from financial distress; (4) extend significant managerial assistance to such portfolio companies; and (5) have a majority of
disinterested directors (as defined in the 1940 Act).



An eligible portfolio company is, generally, a U.S. company that is not an investment company and that (1) does not have a class of securities registered on an exchange or included in the Federal Reserve Boards over-the-counter margin list; or (2) is actively controlled by a BDC and has an affiliate of a BDC on its board of directors; or (3) meets such other criteria as may be



19




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established by the Securities and Exchange Commission.  Control under the 1940 Act is generally presumed to exist where a BDC owns 25% of the outstanding voting securities of the company.



The 1940 Act prohibits or restricts companies subject to the 1940 Act from investing in certain types of companies, such as brokerage firms, insurance companies, investment banking firms and investment companies.  Moreover, the 1940 Act limits the type of assets that BDCs may acquire to qualifying assets and certain assets necessary for its operations (such as office furniture, equipment and facilities) if, at the time of acquisition, less than 70% of the value of the BDCs assets consist of qualifying assets.  Qualifying assets include: (1) securities of companies that were eligible portfolio companies at the time the BDC acquired their securities; (2) securities of bankrupt or insolvent companies that were eligible at the time of the BDCs initial acquisition of their securities but are no longer eligible, provided that the BDC has maintained a substa!
ntial
portion of its initial investment in those companies; (3) securities received in exchange for or distributed in or with respect to any of the foregoing; and (4) cash items, government securities and high-quality short-term debt.  The 1940 Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in order for the securities to be considered qualifying assets.  These restrictions include limiting purchases to transactions not involving a public offering and acquiring securities from either the portfolio company or its officers, directors, or affiliates.



A BDC is permitted to invest in the securities of public companies and other investments that are not qualifying assets, but those kinds of investments may not exceed 30% of the BDCs total asset value at the time of the investment.



A BDC must make significant managerial assistance available to the issuers of eligible portfolio securities in which it invests.  Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted does provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.  The portfolio company does not have to accept the BDCs offer of managerial assistance, and if they do accept may be required to pay prevailing market rates for the services.



We have one wholly-owned subsidiary, Enstruxis, Inc., a Nevada corporation, which is an eligible portfolio company.  We have investments in two other eligible portfolio companies, PreVantix and Advanced Nitride Devices.  We are actively seeking additional quality eligible portfolio companies in which to make an investment and provide managerial assistance.



Results of Operations for the Three Months Ended June 30, 2007 and 2006



Introduction



Our revenues for the second quarter of 2007 were 29.5% less than the second quarter of 2006, at $1,260,743 compared to $1,789,030, although our cost of revenue as a percentage of revenue remained relatively consistent.  Our revenues for the second quarter of 2007 were 5.2% less than the first quarter of 2007, which were $1,330,594.  Our revenues decreased during the second quarter of 2007 because of the loss of clientele in our subsidiary.  All of our revenue was generated by our wholly-owned subsidiary, Enstruxis, for administrative support services.



20




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Revenues and Loss from Operations



Our revenue, cost of revenue, selling, general and administrative expenses, and operating income and loss for the three months ended June 30, 2007, as compared to the three months ended June 30, 2006 and March 31, 2007, are as follows:



3 Months Ended
June 30,
2007
        
        
        3 Months Ended
June 30,
2006
        
        Percentage
Change
Increase
(Decrease)
        
        
        3 Months
Ended
March 31,
2007Revenue
        $
        1,260,743
        
        $
        1,789,030
        
        (29.5)
        %
        $
        1,330,594Cost of revenue
        
        1,195,679
        
        
        1,677,577
        
        (28.7)
        %
        
        1,292,641Selling, General & Administrative Expenses
        
        102,617
        
        
        75,730
        
        35.5
        %
        
        136,831Operating income (loss)
        $
        (37,553)
        
        $
        35,723
        
        (205.1)
        %
        $
        (98,878)




Our cost of revenue consists primarily of client federal and state payroll taxes, client salary & wages, workers compensation, 401K, union benefits and consulting fees.  Our cost of revenue as a percentage of revenue remained relatively consistent at 95% versus 94% and 97% for the second quarters of 2007 and 2006, and the first quarter of 2007, respectively.



Our selling, general and administrative expenses consist primarily of salaries, and related costs for executive, sales finance and other administrative personnel, and the cost of facilities and related spending.  These expenses increased by 35.5% for the second quarter of 2007 versus 2006, despite our decrease in revenues, primarily as a result of increases in legal fees and salary & wages of 509.8% and 32.0%, respectively.  In addition there was an increase in rent, accounting, and stock related fees of approximately 2.4%, 4.5%, and 9.6%, respectively.  An offset to this was decrease in penalties expense of (94.9)% for the same time period.  Total major expenses were $88,550 for the second quarter of 2007, a 45.3% increase compared to $60,946 for the second quarter of 2006.  The major expenses incurred during the three months ended June 30, 2007 and 2006, and March 31, 2007, !
were:





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3 Months Ended
June 30,
2007
        
        
        3 Months
Ended
June 30, 2006
        
        Percentage
Change
Increase
(Decrease)
        
        
        3 Months
Ended
March 31,
2007Major Expenses:Rent
        $
        5,448
        
        $
        5,321
        
        2.4
        %
        $
        7,002Commissions
        
        0
        
        
        0
        
        0
        %
        
        0Computer & Software Expenses
        
        2,513
        
        
        2,513
        
        0
        %
        
        9,821Salary & Wages
        
        49,500
        
        
        37,500
        
        32.0
        %
        
        49,500Accounting Fees
        
        7,000
        
        
        6,700
        
        4.5
        %
        
        7,000Legal Fees
        
        19,134
        
        
        3,138
        
        509.8
        %
        
        5,500Penalties
        
        67
        
        
        1,313
        
        (94.9)
        %
        
        12,400Stock Related Fees
        
        4,888
        
        
        4,461
        
        9.6
        %
        
        6,153Consulting
        
        0
        
        
        0
        
        0
        %
        
        13,611Total Major Expenses
        
        88,550
        
        
        60,946
        
        45.3
        %
        
        110,987Total Expenses
        
        102,617
        
        
        75,730
        
        35.5
        %
        
        136,831




Other Income and Expenses and Net Loss



Our other income and expenses and net loss for the three months ended June 30, 2007 and 2006, as compared to the three months ended March 31, 2007 are as follows:



3 Months Ended
June 30,
2007
        
        
        3 Months
Ended
June 30,
2006
        
        Percentage
Change
Increase
(Decrease)
        
        
        3 Months
Ended
March 31,
2007Interest and other income
        $
        1
        
        $
        2
        
        (50.0)
        %
        $
        2Interest expenses
        
        (82,741)
        
        
        (12,002)
        
        589.4
        %
        
        (9,608)Total other income (expenses)
        
        (82,740)
        
        
        (12,000)
        
        589.5
        %
        
        (9,606)Net income (loss)
        $
        (120,293)
        
        $
        23,723
        
        (607.1)
        %
        $
        (109,284)




During the three months ended June 30, 2007, our total other expenses increased by 589.5% compared to the three months ended June 30, 2006 as a result of recognizing the amortization expense of extending warrants issued in May of 2005.  Our net income (loss) decreased by 607.1% from $23,723 to $(120,293).  The net loss in the second quarter of 2007 can be attributed primarily to the increase in selling, general and administrative expenses of approximately 35.5%, and the increase in total other expense of 589.5%.



Results of Operations for the Six Months Ended June 30, 2007 and 2006



Introduction



Our revenues for the first six months of 2007 were 28.5% less than the first six months of 2006, at $2,591,337 compared to $3,622,758, although our cost of revenue as a percentage of



22




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revenue remained relatively consistent.  Our revenues decreased during the first six months of 2007 because of the loss of clientele in our Enstruxis subsidiary.  All of our revenue was generated by our wholly-owned subsidiary, Enstruxis, for administrative support services.



Revenues and Loss from Operations



Our revenue, cost of revenue, selling, general and administrative expenses, and operating income and loss for the six months ended June 30, 2007, as compared to the six months ended June 30, 2006, are as follows:



6 Months Ended
June 30,
2007
        
        
        6 Months Ended
June 30,
2006
        
        Percentage
ChangeRevenue
        $
        2,591,337
        
        $
        3,622,758
        
        (28.5)%Cost of revenue
        
        2,488,320
        
        
        3,450,376
        
        (27.9)%Selling, General & Administrative Expenses
        
        239,448
        
        
        164,607
        
        45.5%Operating income (loss)
        $
        (136,431)
        
        $
        7,775
        
        (1,854.7)%




Our cost of revenue consists primarily of client federal and state payroll taxes, client salary & wages, workers compensation, 401K, union benefits and consulting fees.  Our cost of revenue as a percentage of revenue remained relatively consistent at 96% versus 95% for the first six months of 2007 and 2006, respectively.



Our selling, general and administrative expenses consist primarily of salaries, and related costs for executive, sales finance and other administrative personnel, and the cost of facilities and related spending.  These expenses increased by 45.5% for the first six months of 2007 versus 2006, despite our decrease in revenues, primarily as a result of increases in penalties and legal expense of 206.6% and 685.0%, respectively.  In addition there was an increase in rent, salary & wages, consulting and stock related fees of approximately 17.5%, 32.0%, 100.0%, and 42.9%, respectively.  There was also a increase in accounting fees of 2.2% for the same time period.  Total major expenses were $202,050 for the first six months of 2007, a 45.5% increase compared to $129,075 for the first six months of 2006.  The major expenses incurred during the six months ended June 30, 2007 and 2006!
, were:





23




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6 Months Ended
June 30,
2007
        
        
        6 Months
Ended
June 30, 2006
        
        Percentage
Change
Increase
(Decrease)Major Expenses:Rent
        $
        12,451
        
        $
        10,601
        
        17.5
        %Commissions
        
        0
        
        
        0
        
        0
        %Computer & Software Expenses
        
        14,846
        
        
        14,846
        
        0
        %Salary & Wages
        
        99,000
        
        
        75,000
        
        32.0
        %Accounting Fees
        
        14,000
        
        
        13,700
        
        2.2
        %Legal Fees
        
        24,634
        
        
        3,138
        
        685.0
        %Penalties
        
        12,467
        
        
        4,066
        
        206.6
        %Stock Related Fees
        
        11,041
        
        
        7,724
        
        42.9
        %Consulting
        
        13,611
        
        
        0
        
        100.0
        %Total Major Expenses
        
        202,050
        
        
        129,075
        
        56.5
        %Total Expenses
        
        239,448
        
        
        164,607
        
        45.5
        %




Other Income and Expenses and Net Loss



Our other income and expenses and net loss for the six months ended June 30, 2007 and 2006, are as follows:



6 Months Ended
June 30,
2007
        
        
        6 Months
Ended
June 30,
2006
        
        Percentage
Change
Increase
(Decrease)Interest and other income
        $
        3
        
        $
        3
        
        0
        %Interest expenses
        
        (92,349)
        
        
        (24,487)
        
        277.1
        %Total other income (expenses)
        
        (92,346)
        
        
        (24,484)
        
        277.2
        %Net income (loss)
        $
        (229,577)
        
        $
        (17,509)
        
        1211.2
        %




During the six months ended June 30, 2007, our total other expenses increased by 277.2% compared to the six months ended June 30, 2006 as a result of recognizing the amortization expense of extending warrants issued in May of 2005.  Our net loss increased by 1211.2% from $(17,509) to $(229,577).  The increase in net loss in the first six months of 2007 can be attributed to the increase in selling, general and administrative expenses of approximately 45.5%,  and the increase in total other expense of 277.2%.



24


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Liquidity and Capital Resources



Introduction



During the three months ended June 30, 2007, we did not generate positive cash flow.  As a result, we funded our operations by using cash on hand and through cash generated from the sale of our common stock.



A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing.  Since inception, we have financed our cash flow requirements through issuances of common stock.  As we expand our activities, we may continue to experience net negative cash flows from operations, pending receipt of sales revenues.



Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.  In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations.  This would materially impact our ability to continue operations.



We believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations and planned expansion over the next twelve months.  We anticipate substantial increases in our cash requirements; which will require additional capital generated from either the sale of common stock, the sale of preferred stock, or debt financing.  Consequently, we will be required to seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.  No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity.  In either case, the financing could have a negative impact on our financial condition and our stockholders.  We currently have no agreements which would provide for either loans to us, or the sale of our securities.



We anticipate that we will incur operating losses in the next twelve months.  Our lack of operating history makes predictions of future operating results difficult to ascertain.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.  To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse!
 effect
on our business prospects, financial condition and results of operations.



Our cash, accounts receivable, prepaid expenses, total current assets, total assets, total current liabilities, and total liabilities as of June 30, 2007, as compared to June 30, 2006 and March 31, 2007, were as follows:





25


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June 30,
        
        
        June 30,
        
        
        March 31,2007
        
        
        2006
        
        
        2007Cash
        $
        31,104
        
        $
        118,799
        
        $
        11,949Accounts receivable
        
        67,684
        
        
        45,024
        
        
        88,544Prepaid expenses
        
        17,612
        
        
        36,494
        
        
        19,058Total current assets
        
        116,400
        
        
        200,317
        
        
        119,551Total assets
        
        122,166
        
        
        206,294
        
        
        125,755Total current liabilities
        
        746,519
        
        
        945,852
        
        
        702,794Total liabilities
        
        1,180,631
        
        
        1,209,532
        
        
        1,136,906




Cash Requirements



Our cash obligations are anticipated to increase substantially over the next 12 months.  The cash would be utilized for operational expenses and general working capital as a result of continued sales growth, continued legal and professional fees as a result of continuing litigation and reserve or deposit requirements which are a result of sales growth of the business.  We intend for these funding requirements to be fulfilled through either equity or debt financing.



Sources and Uses of Cash



Operations



Net cash provided by (used in) operating activities for the six months ended June 30, 2007 and 2006 were $(14,651) and $3,720, respectively.  For the six months ended June 30, 2007, the net cash used in operations came primarily from a net loss of $229,577.  This was partially offset by depreciation, adjustments to penalties, stock based equity expense, a decrease in accounts receivable, a decrease in prepaid expenses and other assets, and an increase in accounts payable of $878, $12,400, $72,979, $3,253 $6,953, and $118,463, respectively.



Investing



Net cash provided by investing activities for the six months ended June 30, 2007 and 2006 was $0.



Financing



Net cash provided by (used in) financing activities for the six months ended June 30, 2007 and 2006, were $0 and $(5,915), respectively.



Critical Accounting Policies



Our accounting policies are fully described in Note 2 to our consolidated financial statements.  The following describes the general application of accounting principles that impact our consolidated financial statements.



Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United



26




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States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.



We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



ITEM 3
        Quantitative and Qualitative Disclosures About Market Risk




Since we have few assets and minimal portfolio companies, there is no quantitative information, as of June 30, 2007, about market risk that has any impact on our present business.  Once we begin making investments in eligible portfolio companies we anticipate there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time.



Our primary financial instruments are cash in banks and money market instruments.  We do not believe that these instruments are subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices.  We do not have derivative financial instruments for speculative or trading purposes.  We are not currently exposed to any material currency exchange risk.



ITEM 4
        Controls and Procedures




Evaluation of Disclosure Controls and Procedures



We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of June 30, 2007, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functio!
ns, as
appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.



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



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A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Management has identified the following three material weaknesses which have caused management to conclude that, as of June 30, 2007, our disclosure controls and procedures were not effective at the reasonable assurance level:



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



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



3.          We had a significant number of audit adjustments last fiscal year.  Audit adjustments are the result of a failure of the internal controls to prevent or detect misstatements of accounting information.  The failure could be due to inadequate design of the internal controls or to a misapplication or override of controls.  Management evaluated the impact of our significant number of audit adjustments last year and has concluded that the control deficiency that resulted represented a material weakness.



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



Remediation of Material Weaknesses



To remediate the material weaknesses in our disclosure controls and procedures identified above, in addition to working with our independent auditors, we have continued to refine our internal procedures to begin to implement segregation of duties and to reduce the number of audit adjustments.



Changes in Internal Control over Financial Reporting



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



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PART II



ITEM 1
        Legal Proceedings




There are no material changes to the legal proceedings in our most recent Annual Report on Form 10-K.



In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.



ITEM 1A
        Risk Factors




There are no material changes to the risk factors in our most recent Annual Report on Form 10-K.



ITEM 2
        Unregistered Sales of Equity Securities and Use of Proceeds




There were no unregistered, or any other, sales of equity securities by the Company during the three month period ended June 30, 2007.



ITEM 3
        Defaults Upon Senior Securities




There have been no events that are required to be reported under this Item.



ITEM 4
        Submission of Matters to a Vote of Security Holders




There have been no events that are required to be reported under this Item.



ITEM 5
        Other Information




None.



ITEM 6
        Exhibits




3.1 (1)
        
        Articles of Incorporation3.2 (1)
        
        Articles of Amendment dated September 17, 19843.3 (1)
        
        Restated Articles of Incorporation dated August 7, 19863.4 (1)
        
        Certificate of Amendment to Articles dated May 26, 19903.5 (2)
        
        Amendment to Articles of Incorporation changing name to EntreMetrix Corporation dated May 6, 20043.6 (1)
        
        Bylaws31.1
        
        Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
        
        Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
        
        Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
        
        Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




(1)
        Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10-SB12G filed on August 21, 2001.


(2)
        Incorporated by reference from Exhibit 3.5 to our Quarterly Report on Form 10-Q filed on May 22, 2006




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





EntreMetrix CorporationDated:  August 17, 2007
        /s/ Scott W. AbsherBy:        Scott W. AbsherIts:        Chief Executive Officer






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