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| UTAH                                                                | 87-0397815                             |
|---------------------------------------------------------------------|----------------------------------------|
| (State      or other jurisdiction of incorporation or organization) | (IRS      Employer Identification No.) |

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|                                                                                                                  |   | As      of     |       |
|-----------------------------------------------------------------------------------------------------------------------|--------|----------------|------------|
|                                                                                                                  |   | March      31, |       |
|                                                                                                                  |   | 2008           |       |
|                                                                                                                  |   | (Unaudited)    |       |
| ASSETS                                                                                                                |   |           |       |
| CURRENT      ASSETS:                                                                                                  |   |           |       |
|      Cash      & cash equivalents                                                        |   | $              | 11,969     |   |
|      Prepaid      expenses and other                                                         |   |           | 200        |   |
|           Total      current assets                                 |   |           | 12,169     |   |
|                                                                                                                  |   |           |       |   |
| EQUIPMENT      AND FURNITURE,                                                                                         |   |           |       |   |
|      at      cost, less accumulated depreciation of $254,947                                 |   |           | 274        |   |
|                                                                                                                  |   |           |       |   |
|           Total      assets                                         |   | $              | 12,443     |   |
|                                                                                                                  |   |           |       |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                                                                             |   |           |       |   |
| CURRENT      LIABILITIES:                                                                                             |   |           |       |   |
|      Related      party consulting fees payable                                              |   | $              | 84,000     |   |
|      Accounts      payable                                                                   |   |           | 21,232     |   |
|      Note      payable                                                                       |   |           | 225,033    |   |
|      Accrued      payroll                                                                    |   |           | 12,000     |   |
|      Accrued      interest                                                                   |   |           | 20,362     |   |
|      Related      party royalty payable                                                      |   |           | 83,333     |   |
|      Preferred      stock dividend payable                                                   |   |           | 51,069     |   |
|           Total      current liabilities                            |   |           | 497,029    |   |
|                                                                                                                  |   |           |       |   |
| MINORITY      INTEREST                                                                                                |   |           | (217,169   | ) |
|                                                                                                                  |   |           |       |   |
| STOCKHOLDERS'      EQUITY:                                                                                            |   |           |       |   |
|      Preferred      stock, 10,000,000 shares authorized;                                     |   |           |       |   |
|           Series      A preferred stock, cumulative and             |   |           |       |   |
|           convertible,      $4.50 par value, 1,000,000 shares       |   |           |       |   |
|           designated,      21,016 shares issued and outstanding     |   |           | 94,573     |   |
|      Common      stock, $.001 par value; 40,000,000                                          |   |           |       |   |
|           shares      authorized, 18,629,493 issued and outstanding |   |           | 18,629     |   |
|      Additional      paid-in capital                                                         |   |           | 8,426,839  |   |
|      Accumulated      deficit                                                                |   |           | (8,807,458 | ) |
|           Total      stockholders equity                            |   |           | (267,417   | ) |
|                                                                                                                  |   |           |       |   |
|           Total      liabilities and stockholders' equity           |   | $              | 12,443     |   |

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|                                                                                          |   | For      the Three |       |
|-----------------------------------------------------------------------------------------------|--------|--------------------|------------|
|                                                                                          |   | Months      Ended  |       |
|                                                                                          |   | March      31,     |       |
|                                                                                          |   | 2008               |       |   | 2007 |   |
|                                                                                          |   | (Unaudited)        |       |
| TOTAL      ROYALTY REVENUES                                                                   |   | $                  | -0-        |   |   |   | -0- |   |
|                                                                                          |   |               |       |   |   |   |   |   |
| OPERATING      EXPENSES:                                                                      |   |               |       |   |   |   |   |   |
|      General      and administrative                                 |   |               | 58,973     |   |   |   | 52,887 |   |
|      Research      and development                                   |   |               | -0-        |   |   |   | -0- |   |
|           Total      operating expenses     |   |               | 58,973     |   |   |   | 52,887 |   |
|                                                                                          |   |               |       |   |   |   |   |   |
| LOSS      FROM OPERATIONS                                                                     |   |               | (58,973    | ) |   |   | (52,887 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| OTHER      (EXPENSE) INCOME                                                                   |   |               |       |   |   |   |   |   |
|      Other      (expense) income, net                                |   |               | (3,867     | ) |   |   | (2,714 | ) |
|           Total      other (expense) income |   |               | (3,867     | ) |   |   | (2,714 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| LOSS      BEFORE MINORITY INTEREST                                                            |   |               | (62,840    | ) |   |   | (55,601 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| MINORITY      INTEREST                                                                        |   |               | 24,558     |   |   |   | 23,848 |   |
|                                                                                          |   |               |       |   |   |   |   |   |
| NET      LOSS                                                                                 |   |               | (38,282    | ) |   |   | (31,753 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| PREFERRED      STOCK DIVIDENDS                                                                |   |               | (1,892     | ) |   |   | (1,892 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| NET      LOSS APPLICABLE TO COMMON STOCKHOLDERS                                               |   | $                  | (40,174    | ) |   | $ | (34,645 | ) |
| NET      LOSS PER COMMON SHARE (BASIC AND DILUTED)                                            |   | $                  | (.00       | ) |   | $ | (.00 | ) |
|                                                                                          |   |               |       |   |   |   |   |   |
| Weighted      average number of common shares outstanding                                     |   |               | 18,629,493 |   |   |   | 18,629,493 |   |

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|                                                                                                                                     |   | For      the Three |    |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|
|                                                                                                                                     |   | Months      Ended  |    |
|                                                                                                                                     |   | March      31,     |    |
|                                                                                                                                     |   | 2008               |    |   | 2007 |   |
|                                                                                                                                     |   | (Unaudited)        |    |
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                                                                               |   |               |    |   |   |   |
|                                                                                                                                     |   |               |    |   |   |   |
| Net      loss                                                                                                                            |   | $                  | (38,282 | ) |   | $ | (      31,753 | ) |
|      Adjustments      to reconcile net loss to net cash used in operating      activities-                      |   |               |    |   |   |   |   |   |
|      Depreciation      and amortization                                                                         |   |               | 91      |   |   |   | 123 |   |
|      Minority      interest in losses                                                                           |   |               | (24,558 | ) |   |   | (23,848 | ) |
|      Change      in assets and liabilities                                                                      |   |               |    |   |   |   |   |   |
|           Account      receivable                                                      |   |               | -0-     |   |   |   | (200 | ) |
|           Consulting      fee payable to related party                                 |   |               | 6,000   |   |   |   | 6,000 |   |
|           Royalty      payable to Related party                                        |   |               | 10,000  |   |   |   | 10,000 |   |
|           Accounts      payable                                                        |   |               | 15,730  |   |   |   | -0- |   |
|           Accrued      interest payable                                                |   |               | 3,866   |   |   |   | 2,713 |   |
|           Accrued      payroll and related taxes                                       |   |               | 12,000  |   |   |   | -0- |   |
|                Net      cash used in operating activities     |   |               | (15,153 | ) |   |   | (36,965 | ) |
|                                                                                                                                     |   |               |    |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES:                                                                                               |   |               |    |   |   |   |   |   |
|      Proceeds      from note receivable                                                                         |   |               | -0-     |   |   |   | -0- |   |
| Net      cash provided by investing activities                                                                                           |   |               | -0-     |   |   |   | -0- |   |
|                                                                                                                                     |   |               |    |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES:                                                                                               |   |               |    |   |   |   |   |   |
|      Proceeds      from notes payable                                                                           |   |               | 24,416  |   |   |   | 21,998 |   |
|      Payments      on notes payable                                                                             |   |               | -0-     |   |   |   | -0- |   |
|                Net      cash provided by financing activities |   |               | 24,416  |   |   |   | 21,998 |   |
|                                                                                                                                     |   |               |    |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH                                                                                                     |   |               | 9,263   |   |   |   | (14,967 | ) |
| CASH      AT BEGINNING OF PERIOD                                                                                                         |   |               | 2,706   |   |   |   | 34,079 |   |
|                                                                                                                                     |   |               |    |   |   |   |   |   |
| CASH      AT END OF PERIOD                                                                                                               |   | $                  | 11,969  |   |   | $ | 19,112 |   |

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For purposes of this Item, the term disclosure controls andprocedures means controls and other procedures of the Company that aredesigned to ensure that information required to be disclosed by the Company inthe reports that it files or submits under the Securities Exchange Act (15U.S.C. 78a et seq.) isrecorded, processed, summarized and reported, within the time periods specifiedin the Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that informationrequired to be disclosed by the Company in the reports that it files or submitsunder the Act is accumulated and communicated to the issuer's management,including its principal executive and principal financial officers, or personsperforming similar functions, as appropriate to allow timely decisions regardingrequired disclosure.

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| FORM      10Q – MARCH 31, 2008 |
|--------------------------------------|

| EXHIBIT NUMBER | DESCRIPTION                                          |
|----------------|------------------------------------------------------|
|           |                                                 |
| 31.1           | Section      302 Certifications of Ralph Henson      |
| 31.2           | Section      302 Certifications of Richard Bruggeman |
| 32.2           | Sarbanes-Oxley      Section 906 Certification        |

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