**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**





þ  Quarterly
      Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of
      1934




For
      the
      quarterly period ended **December
      31, 2007**




o  Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
      the
      transition period from _______ to _______.




**Commission
      File No.** **000-1074267**




**LITE
      KING CORP.**


(Name
      of
      Small Business Issuer in Its Charter)




**New
                York**
            
            **11-2996988**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)**101
                Hudson St., Jersey City, N.J.**
            
            **07302**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





(201)
      985-8300


(Issuer’s
      Telephone Number, Including Area Code)





**Former
      Address & Telephone Number**





**1940
                Harrison St., Suite 305, Hollywood, FL.**
            
            **33020**(Address
                of Former Principal Executive Offices)
            
            (Zip
                Code)





(954)
      983-2213


(Former
      Issuer’s Telephone Number, Including Area Code)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months, and (2) has been subject
      to
      such filing requirements for the past 90 days. Yes x No o




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




There
      were 49,999,940 shares of common stock outstanding as of January 31, 2008.





**TABLE
      OF CONTENTS**





**PART I.**Item 1.
            Financial
                StatementsCondensed
                Balance Sheet – December 31, 2007 (unaudited)
            4Condensed
                Statements of Operations - For the Six Months
              Ended
                December 31, 2006 and 2007 (unaudited)
            5Condensed
                Statements of Cash Flows - For the Six Months
              Ended
                December 31, 2006 and 2007 (unaudited)
            6Notes
                to Condensed Financial Statements (unaudited)
            7Item
                2.
            Management’s
                Plan of Operations and Discussion and Analysis
            9Item
                3.
            Controls
                and Procedures
            13**PART II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            14Item
                2.
            Changes
                in Securities and Use of Proceeds
            14Item
                3.
            Defaults
                upon Senior Securities
            14Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            14Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
                and Reports on Form 8-K
            14Signatures
            14


2




**PART
      I**




**Item
              1.**
            **Financial
                Statements**




**Financial
      Information**




3


LITE
      KING
      CORPORATION


CONDENSED
      BALANCE SHEET


DECEMBER
      31, 2007


(UNAUDITED)





ASSETSCurrent
                assetsCash
            
            $
            —Total
                current assets
            
            
            —Total
                assets
            
            $
            —LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            1,659,220Convertible
                debentures - related parties - current portion
            
            
            400,000Convertible
                debentures - current portion
            
            
            931,677Due
                to shareholder
            
            
            248,020Note
                payable to stockholders
            
            
            143,010Total
                current liabilities
            
            
            3,381,927Long-term
                liabilitiesConvertible
                debentures - long-term portion
            
            
            —Total
                liabilities
            
            
            3,381,927Commitments
                and ContingenciesStockholders'
                deficitCommon
                stock; $0.001 par value; 50,000,000 shares authorized 49,999,940
                shares
                issued and outstanding
            
            
            50,000Additional
                paid-in capital
            
            
            585,166Treasury
                stock
            
            
            (48,950
            )Accumulated
                deficit
            
            
            (3,968,143
            )Total
                stockholders' deficit
            
            
            (3,381,927
            )Total
                liabilities and stockholders' deficit
            
            $
            —




See
      Accompanying Notes to Condensed Financial Statements


4





LITE
      KING
      CORPORATION


CONDENSED
      STATEMENTS OF OPERATIONS


(UNAUDITED)





For the three months ended December 31,
            
            For the six months ended December 31,2007
            
            2006
            
            2007
            
            2006Revenues
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Cost
                of revenues
            
            
            —
            
            
            —
            
            
            —
            
            
            —Gross
                profit (loss)
            
            
            —
            
            
            —
            
            
            —
            
            
            —Operating
                expensesGeneral
                and administrative
            
            
            7,693
            
            
            6,497
            
            
            20,218
            
            
            11,867Total
                operating expenses
            
            
            7,693
            
            
            6,497
            
            
            20,218
            
            
            11,867Loss
                from operations
            
            
            (7,693
            )
            
            (6,497
            )
            
            (20,218
            )
            
            (11,867
            )Other
                expenseInterest
                expense
            
            
            (25,758
            )
            
            (25,759
            )
            
            (51,517
            )
            
            (51,518
            )Total
                other expense
            
            
            (25,758
            )
            
            (25,759
            )
            
            (51,517
            )
            
            (51,518
            )Net
                loss
            
            $
            (33,451
            )
            $
            (32,256
            )
            $
            (71,735
            )
            $
            (63,385
            )Basic
                and diluted loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average common shares outstanding
            
            
            49,999,940
            
            
            49,999,940
            
            
            49,999,940
            
            
            49,999,940





See
      Accompanying Notes to Condensed Financial Statements


5




LITE
                KING CORPORATIONCONDENSED
                STATEMENTS OF CASH FLOWS(UNAUDITED)




For the six months ended December 31,2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (71,735
            )
            $
            (63,384
            )Adjustments
                to reconcile net income loss to net cash used by operating
                activities:Accretion
                of discount on convertible debentures
            
            
            —
            
            
            —Changes
                in operating assets and liabilities:Other
                assets
            
            
            —
            
            
            —Accounts
                payable and accrued liabilities
            
            
            1,562
            
            
            41,567Net
                cash used by operating activities of continuing operations
            
            
            (70,173
            )
            
            (21,817
            )Cash
                flows from financing activities:Due
                to Shareholder
            
            
            70,173
            
            
            21,817Net
                cash provided (used) by financing activities from continuing
                operations
            
            
            70,173
            
            
            21,817Net
                change in cash
            
            
            —
            
            
            —Cash,
                beginning of period
            
            
            —
            
            
            —Cash,
                end of period
            
            $
            —
            
            $
            —




See
      Accompanying Notes to Condensed Financial Statements





6





**LITE
      KING CORPORATION**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**




1.
            DESCRIPTION
                OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES





Description
      of business –
      Lite King Corporation (hereinafter referred to as the “Company”) currently is a
      dormant company with no operations and activities isolated to legal and other
      fees related to the maintenance of corporate status. The Company discontinued
      its operations beginning October 1, 2002 and is considered to be a public
      shell.





History –
The
      Company was incorporated in New York on January 4, 1990 and was formerly engaged
      in the manufacture and assembly of wiring devices. During 2000, the Company
      discontinued its manufacturing and assembly business and sold off its business
      assets to position itself as a merger candidate.





National
      Cabling Services, Inc. (“NCSI”) was incorporated on June 21, 1995 in the State
      of Illinois. NCSI’s principal business activity was the design and installation
      of cabling for computer networks.





On
      March
      16, 2001, the Company merged with NCSI in a reverse acquisition. In
      consideration of receiving all of the issued and outstanding shares of NCSI,
      the
      Company issued 5,149,029 restricted shares of common stock of the Company to
      the
      shareholders of NCSI. The Company had 2,484,646 shares issued and outstanding
      prior to the merger.





The
      merger was accounted for as a reverse acquisition since NCSI was the continuing
      accounting entity under generally accepted accounting principles in the United
      States (“GAAP”), as a result of the recapitalization. Accordingly, a
      recapitalization occurred, and no goodwill was recorded and the operating
      results of the Company have been included in the financial statements from
      the
      date of consummation of the merger. On this basis, the historical financial
      statements prior to March 16, 2001 represent the financial statements of NCSI.
      The historical shareholders’ equity accounts of NCSI as of December 31, 2000
      have been retroactively restated for all periods presented to reflect the
      recapitalization.





Going
      concern - The
      Company incurred a net loss of approximately $72,000 for the six months ended
      December 31, 2007. The Company’s current liabilities exceeded its current assets
      by approximately $3,382,000 as of December 31, 2007. The Company ceased
      operations in October 2002 and is considered to be a public shell.




Management’s
      plan is to attempt to merge with an operating company.




Definition
      of fiscal year –
On
      June
      30, 2001, the Company elected to change its fiscal year from December 31 to
      June
      30.




Use
      of
      estimates - The
      preparation of financial statements in conformity with GAAP requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.





Reclassifications –
Certain
      items in the financial statements of prior periods have been reclassified to
      conform to current period presentation.





Inventory –
      Inventory is stated at the lower of cost or market. Cost is principally
      determined by using the first-in, first-out (FIFO) method. Inventory consists
      principally of finished goods. The Company’s management monitors the inventory
      for excess and obsolete items and makes necessary valuation adjustments when
      required.




Fixed
      assets –
Fixed
      assets are stated at cost less accumulated depreciation. Depreciation is
      provided principally on the straight-line method over the estimated useful
      lives
      of the assets, which is primarily 3 to 7 years. The cost of repairs and
      maintenance is charged to expense as incurred. Expenditures for property
      betterments and renewals are capitalized. Upon sale or other disposition of
      a
      depreciable asset, cost and accumulated depreciation are removed from the
      accounts and any gain or loss is reflected in other income
      (expense).





7




The
      Company periodically evaluates whether events and circumstances have occurred
      that may warrant revision of the estimated useful lives of fixed assets or
      whether the remaining balance of fixed assets should be evaluated for possible
      impairment. The Company uses an estimate of the related undiscounted cash flows
      over the remaining life of the fixed assets in measuring their recoverability.




Revenue
      recognition –
The
      Company maintains its accounting records on the accrual basis of accounting.
      Revenues from fixed-price installation contracts are recognized on the
      percentage-of-completion method, measured by the percentage of actual cost
      incurred to date to estimated total cost for each contract (cost-to-cost
      method). This method is used because management considers actual expended cost
      to be the best available measure of progress on these contracts. Revenues from
      cost-plus-fee contracts are recognized on the basis of costs incurred during
      the
      period plus the fee earned, measured by the cost-to-cost method.





Stock-based
      compensation –
The
      Company applies Statement of Financial Accounting Standards No. 123 (revised
      2004), “Accounting for Stock-Based Compensation”, which focuses primarily on
      accounting for transactions in which an entity obtains employee services in
      share-based payment transactions. It requires the recognition of compensation
      cost using a fair value based method whereby compensation cost is measured
      at
      the grant date based on the value of the award and is recognized over the
      service period, which is usually the vesting period. The Company uses the
      Black-Scholes pricing model to calculate the fair value of options and warrants
      issued to non-employees. Stock issued for compensation is valued using the
      market price of the stock on the date of the related agreement. The Company
      granted no warrants or options to employees for the six months ended December
      31, 2007 and 2006, respectively.




Earnings
      (loss) per common share –
Basic
      earnings (loss) per share excludes any dilutive effects of options, warrants
      and
      convertible securities. Basic earnings (loss) per share is computed using the
      weighted-average number of outstanding common shares during the applicable
      period. Diluted earnings (loss) per share is computed using the weighted average
      number of common and common stock equivalent shares outstanding during the
      period. Common stock equivalent shares are excluded from the computation if
      their effect is antidilutive.




2.
            RELATED
                PARTY TRANSACTIONS





Due
      to
      shareholder –
As
      of
      December 31, 2007, YA Global, formerly Cornell Capital Partners, LP (“Cornell
      Capital Partners”), a significant shareholder, has provided funds to pay
      professional fees in the amount of approximately $248,000. The funds are
      unsecured, non-interest bearing and due on demand.




Note
      payable to stockholders –
As
      December 31, 2007, the Company had a note payable totaling $143,010 due to
      two
      stockholders and former officers and directors of the Company, Mr. Wally
      Pennington and Mr. Robert Personett, which is secured by the Company’s assets,
      bearing interest at 6% per annum, with principal and interest due on demand.
      This note payable is currently in default, due to non-payment of principal
      and
      accrued interest upon maturity of the note.





Convertible
      debentures – former officers/directors and debenture holders  – During
      June and July 2001, the Company issued convertible debentures in the aggregate
      amount of $400,000 to Mr. Wally Pennington, Mr. Robert Personett, Mrs. Christine
      Personett, Mr. Ken Dixon and Mr. Mike Murphy. Mr. Pennington and Mr. Personett
      were former officers and directors of the Company. Mrs. Personett is Mr.
      Personett’s sister. The debentures matured in 2003 but continue to bear interest
      at twelve percent annually, payable annually. The holder of a debenture has
      the
      right at any time after thirty days from the issuance until maturity to
      voluntarily convert to common shares of the issuer at $2.00 per share. The
      debenture holder will be forced to convert to common stock if the common stock
      is trading on an over-the-counter market or on a listed exchange and the average
      bid price of the common stock of the issuer has maintained a price of $2.00
      per
      share or higher for five (5) consecutive trading days. The debentures are
      currently in default, due to non-payment of principal and accrued interest
      upon
      maturity in 2003. As of December 31, 2007 accrued interest on the debentures
      amounted to approximately $277,000.




8




3.
            CONVERTIBLE
                DEBENTURES




On
      February 7, 2002, pursuant to an Equity Line of Credit Agreement (the “Credit
      Agreement”), the Company issued a convertible debenture in the amount of
      $843,823 to Cornell Capital Partners. This convertible debenture matured on
      February 7, 2007, is unsecured and accrued interest at five percent (5%)
      annually. Pursuant to the terms of the debenture, the interest on the
      convertible debenture was to be paid at the time of maturity or on the
      conversion date. Cornell Capital Partners is entitled to convert, and sell
      on
      the same day, at any time from time to time, until payment in full of this
      debenture, all or any part of the principal amount of the debenture, plus
      accrued interest, into shares of the Company’s common stock at a price per share
      equal to $0.41 per share. The Company has accounted for this transaction as
      a
      long-term liability and “Loan fees related to equity line of credit” which were
      to be amortized over the life of the Credit Agreement. However, since the
      debenture was issued in connection with a $20 million Credit Agreement, and
      as
      discussed in Note 5 to the Financial Statements included in this report, the
      Credit Agreement was no longer in effect as of October, 2002, accordingly all
      remaining loan fees were fully amortized. This debenture is currently in
      default, due to non-payment of principal and accrued interest when this
      convertible debenture matured on February 7, 2007.




On
      February 22, 2002, the Company issued a secured convertible debenture to Cornell
      Capital Partners in the principal amount of $250,000. This debenture matured
      in
      2004 but continues to bear interest at five percent (5%) annually. The interest
      was to be paid at the time of maturity or on the conversion date. At the
      Company’s option, the entire principal amount and all accrued interest can be
      either (a) paid to the investors at maturity or (b) converted to common shares
      of the Company. Cornell Capital Partners is entitled to voluntarily convert
      the
      debenture to common shares of the Company on or after February 22, 2002. This
      debenture is convertible into shares of the Company’s common stock at a
      conversion price equal to either (a) 120% of the closing bid price of the
      Company’s common stock as of February 14, 2002, or (b) 80% of the average of the
      3 lowest closing bid prices of the Company’s common stock for the 5 trading days
      prior to conversion. The debenture is currently in default, due to non-payment
      of the remaining principal of $87,854 and accrued interest upon maturity in
      February 2004.




From
      August 2002 through November 2002, Cornell Capital Partners converted $162,146
      of the $250,000 principal amount of the debenture and received 41,985,345 shares
      of the Company’s common stock, giving Cornell Capital Partners majority
      ownership in the Company.




4.
            COMMITMENTS
                AND CONTINGENCIES




Litigation –
The
      Company was a co-defendant in a lawsuit filed by a group of former employees
      claiming they were not paid prevailing wages on a 1996 project. The parties
      to
      the lawsuit have entered into an out-of-court settlement agreement, the result
      of which was the Company had to pay $45,000 to settle these claims. This expense
      is included in the year ended June 30, 2001. As a result of the settlement,
      the
      Company accrued payroll taxes payable of $98,643 as of June 30, 2001. An
      additional $42,093 was accrued for interest and penalty. As of December 31,
      2007, the outstanding payroll tax payable balance was $115,736.




**Item
      2.**  **Management’s
      Plan Of Operation And Discussion And Analysis**




**Overview**





The
      discussion and analysis presented below should be read in conjunction with
      the
      consolidated financial statements and related notes appearing in Lite King
      Corp.’s Form 10-KSB filed on September 28, 2007.





*This
      quarterly report contains forward-looking statements. These statements relate
      to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as “may,” “will,”
“should,” “could,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “see,” “target,” “projects,” “position,”
or “continue” or the negative of such terms and other comparable terminology.
      These statements reflect our current expectations, estimates, and projections.
      These statements are not guarantees of future performance and involve risks,
      uncertainties, and assumptions that are difficult to predict. Actual events
      or
      results may differ materially from what is expressed or forecasted in these
      forward-looking statements. We disclaim any intention or obligation to update
      any forward-looking statement.*




9





On
      March
      9, 2001, Lite King Corporation, a New York Corporation (the “Company” or “LK”)
      entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire
      all of the common stock of National Cabling Services, Inc., an Illinois
      corporation ("National Cabling"), which provided professional design and
      installation of structured cable systems and electronics in support of high
      speed telecommunication services such as LAN/WAN, VoIP, PBX systems and outside
      plant systems. The merger and business reorganization pursuant to Section 368
      of
      the Internal Revenue Code of 1986, as amended, was completed on March 16, 2001.
      The Merger Agreement called for the merger of National Cabling with a wholly
      owned subsidiary of the Company, King Cabling Corp; the exchange of all
      outstanding common shares of National Cabling for common shares of the Company;
      and the resignation of the existing board of directors and officers of the
      Company and the appointment of three members of National Cabling's board of
      directors and officers to fill their unexpired terms. The Merger Agreement
      required the Company to hold a shareholder meeting as soon as practicable to
      ratify the new Board of Directors' appointments. Lite King functioned as the
      parent company for National Cabling.




The
      Company, under the name National Cabling, continued the operations of National
      Cabling. Pursuant to the terms of the Merger Agreement, the Company acquired
      current assets of approximately $738,244, and leasehold improvements and
      equipment of approximately $300,742 for total assets of $1,038,986 in exchange
      for 5,149,029 shares of the Company’s common stock. Prior to merger, there was
      no material relationship between the Company and National Cabling.





During
      October 2002, the Company adopted a formal plan to discontinue all operations.
      As of December 31, 2002, the Company completed the sale of all assets and paid
      the remaining principal balances on the $30,861 note payable and capital lease
      obligations. The Company currently is a dormant company with no operations
      and
      activities isolated to legal and other fees related to the maintenance of
      corporate status. The Company is considered to be a public shell.




On
      November 14, 2006, the Board of Directors of the Company appointed Mr. John
      T.
      Ruddy as the President, Chief Executive Officer, Chief Financial Officer and
      Director of the Company. Mr. Ruddy has served on the Board of Directors of
      Lite
      King since 2004. Mr. Ruddy was also a Director of another public company,
      Bio-One Corp., from July 2005 until December 2005. Mr. Ruddy has been a Managing
      Director for Highgate House, LLC since January, 2006. He has contributed to
      the
      funding of numerous companies by investing in private placement transactions.
      Mr. Ruddy is also a Captain at the Jersey City Fire Department, where he became
      the youngest Captain of the Fire Department and has served since 1995. Mr.
      Ruddy
      earned a B.A. from Rutgers University in 1994.





Following
      the appointment of Mr. Ruddy to the Company’s Board of Directors, Mr. Roy
      Rodriguez resigned from the Board effective November 14, 2006.





**Financial
      Performance**





The
      Company had a history of losses and ceased operations in October
      2002.





**Results
      of Operations For the Three Months Ended December 31, 2007, As Compared To
      The
      Three Months Ended December 31, 2006.**





**Revenues** ***.*** Since
      the
      Company discontinued operations in October of 2002, we had no revenue or cost
      of
      revenue during the three month periods ended December 31, 2007 and 2006.




**Operating
      Expense.** For
      the
      three months ended December 31, 2007 and 2006, we had operating expenses of
      approximately $7,700 and $6,500 respectively, an increase of $1,200 or 18%.
      The
      difference is due to an increase in professional fees.




**Interest
      Expense** ***.*** For
      the
      three months ended December 31, 2007 and 2006, we had interest expense of
      approximately $26,000 in each period.





**Net
      Loss.** ****** For
      the
      three months ended December 31, 2007, we had a net loss of approximately $33,000
      as compared to a net loss of approximately $32,000 for the three months ended
      December 31, 2006, an increase of $1,000 or 3%.




10




**Results
      of Operations For the Six Months Ended December 31, 2007, As Compared To The
      Six
      Months Ended December 31, 2006.**




**Revenues** ***.*** Since
      the
      Company discontinued operations in October of 2002, we had no revenue or cost
      of
      revenue during this period.





**Operating
      Expense** ***.*** For
      the
      six months ended December 31, 2007 and 2006, we had total operating expenses
      of
      $20,000 and $12,000 respectively, an increase of $8,000 or 67%. The difference
      is due to an increase in and underaccrued professional fees in prior
      periods.




**Interest
      Expense** ***.*** For
      the
      six months ended December 31, 2007 and 2006, we had interest expense of
      approximately $52,000 in each period.




**Net
      Loss** ***.*** For
      the
      six months ended December 31, 2007 and 2006, we had a net loss of approximately
      $72,000 and $63,,000 respectively, an increase of $9,000 or 14%.




**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company incurred a net loss of approximately $72,000 for the six months ended
      December 31, 2007. The Company has no cash on hand as of December 31, 2007.
      The
      Company’s current liabilities exceeded our current assets by approximately
      $3,382,000 as of December 31, 2007. As of December 31, 2007, the Company had
      an
      accumulated deficit of approximately $3,968,000.





**Related
      Party Transactions**




**Due
      to stockholder** -
      As of
      December 31, 2007, Cornell Capital Partners, a significant shareholder, has
      provided funds to pay professional fees in the amount of approximately $240,000.
      The funds are unsecured, non-interest bearing and due on demand.




**Note
      payable to stockholders** –
      As of December 31, 2007, the Company had a note payable totaling $143,010 due
      to
      two stockholders and former officers and directors of the Company, Mr. Wally
      Pennington and Mr. Robert Personett, which is secured by the Company’s assets,
      bearing interest at 6% per annum, with principal and interest due on demand.
      This note payable is currently in default, due to non-payment of principal
      and
      accrued interest upon maturity of the note.




**Convertible
      debentures – former officers/directors and debenture
      holders**  - During
      June and July 2001, the Company issued convertible debentures in the aggregate
      amount of $400,000 to Mr. Wally Pennington, Mr. Robert Personett, Mrs. Christine
      Personett, Mr. Ken Dixon and Mr. Mike Murphy. Mr. Pennington and Mr. Personett
      were former officers and directors of the Company. Mrs. Personett is Mr.
      Personett’s sister. The debentures matured in 2003 but continue to bear interest
      at twelve percent annually, payable annually. The holder of a debenture has
      the
      right at any time after thirty days from the issuance until maturity to
      voluntarily convert to common shares of the issuer at $2.00 per share. The
      debenture holder will be forced to convert to common stock if the common stock
      is trading on an over-the-counter market or on a listed exchange and the average
      bid price of the common stock of the issuer has maintained a price of $2.00
      per
      share or higher for five (5) consecutive trading days. The debentures are
      currently in default. As at December 31, 2007 accrued interest on the debentures
      amounted to approximately $277,000.





**Convertible
      Debentures**




On
      February 7, 2002, pursuant to the Equity Line of Credit Agreement (the “Credit
      Agreement”), the Company issued a convertible debenture in the amount of
      $843,823 to Cornell Capital Partners. This convertible debenture matured on
      February 7, 2007, was unsecured and accrued interest at five percent (5%)
      annually. Pursuant to the terms of the debentue, the interest on the convertible
      debenture was to be paid at the time of maturity or on the conversion date.
      Cornell Capital Partners is entitled to convert, and sell on the same day,
      at
      any time from time to time, until payment in full of this debenture, all or
      any
      part of the principal amount of the debenture, plus accrued interest, into
      shares of the Company’s common stock at a price per share equal to $0.41 per
      share. The Company has accounted for this transaction as a long-term liability
      and “Loan fees related to equity line of credit” which were to be amortized over
      the life of the Equity Agreement. However, since the debenture was issued in
      connection with a $20 million Credit Agreement, and as discussed in Note 5
      to
      the Financial Statements included in this report, the Credit Agreement was
      no
      longer in effect as of October, 2002, accordingly all remaining loan fees were
      fully amortized. This debenture is currently in default, due to non-payment
      of
      principal and accrued interest when this convertible debenture matured on
      February 7, 2007.




11




On
      February 22, 2002, the Company issued a secured convertible debenture to Cornell
      Capital Partners in the principal amount of $250,000. This debenture matured
      in
      2004 but continues to bear interest at five percent (5%) annually. The interest
      was to be paid at the time of maturity or on the conversion date. At the
      Company’s option, the entire principal amount and all accrued interest can be
      either (a) paid to the investors at maturity or (b) converted to common shares
      of the Company. Cornell Capital Partners is entitled to voluntarily convert
      the
      debenture to common shares of the Company on or after February 22, 2002. This
      debenture is convertible into shares of the Company’s common stock at a
      conversion price equal to either (a) 120% of the closing bid price of the
      Company’s common stock as of February 14, 2002, or (b) 80% of the average of the
      3 lowest closing bid prices of the Company’s common stock for the 5 trading days
      prior to conversion. The debenture is currently in default, due to non-payment
      of the remaining principal of $87,854 and accrued interest upon maturity in
      February 2004.




From
      August 2002 through November 2002, Cornell Capital Partners converted $162,146
      of the $250,000 principal amount of the debenture and received 41,985,345 shares
      of the Company’s common stock, giving Cornell Capital Partners majority
      ownership in the Company.




**Discontinued
      operations**




During
      October 2002, the Company adopted a formal plan to discontinue all operations.
      As of December 31, 2002, the Company completed the sale of all assets of the
      Company and paid the remaining principal balances on the note payable and
      capital lease obligations. The Company currently is a dormant company with
      no
      operations and activities isolated to legal and other fees related to the
      maintenance of corporate status. The Company is considered to be a public
      shell.




**Certain
      Business Risks**





*The
      Company is subject to various risks that may materially harm its business,
      financial condition and results of operations. You should carefully consider
      the
      risks and uncertainties described below and the other information in this filing
      before deciding to purchase the Company’s common stock. These are not the only
      risks and uncertainties that the Company faces. If any of these risks or
      uncertainties actually occurs, the Company’s business, financial condition or
      operating results could be materially harmed. In that case, the trading price
      of
      the Company’s common stock could decline and you could lose all or part of your
      investment.*




***We
      Have Historically Lost Money And Losses May Continue In The
      Future***




For
      the
      six months ended December 31, 2007 and 2006, we had a net loss of approximately
      $72,000 and $63,000 respectively. The Company’s current liabilities exceeded our
      current assets by approximately $3,382,000 as of December 31, 2007. As of
      December 31, 2007, the Company had an accumulated deficit of approximately
      $3,968,000. You may lose your entire investments in the Company.




***We
      may never resume operations or acquire an operating
      company.***




During
      October 2002, the Company adopted a formal plan to discontinue all operations.
      As of December 31, 2002, the Company completed the sale of all assets and paid
      the remaining principal balances on the related $31,861 note payable and capital
      lease obligations. The Company currently is a dormant company with no operations
      and activities isolated to legal and other fees related to the maintenance
      of
      corporate status. We may never be successful or acquire an operating company.
      The Company is considered to be a public shell. You may lose your entire
      investment in the Company.




***We
      Have A Working Capital Deficit, Which Means That Our Current Assets on September
      30, 2007 Were Not Sufficient To Satisfy Our Current
      Liabilities***




We
      had a
      working capital deficit of approximately $3,382,000 as of December 31, 2007,
      which means that our current liabilities as of that date exceeded our current
      assets by approximately $3,382,000. Current assets are assets that are expected
      to be converted to cash within one year and, therefore, may be used to pay
      current liabilities as they become due. Our working capital deficit means that
      our current assets on December 31, 2007 were not sufficient to satisfy all
      of
      our current liabilities on that date. We have no means to pay current
      liabilities.




12




***Our
      Obligations Under The Secured Convertible Debentures Issued to Cornell Capital
      Partners Are Secured By All Of Our Assets and are in
      default..***




Our
      obligations under the secured convertible debentures in the principal amount
      of
      $250,000 issued to Cornell Capital Partners on February 22, 2002 are secured
      by
      all of our assets. These debentures had a term of 2 years. Under the terms
      of
      these secured convertible debentures, Cornell Capital Partners could foreclose
      its security interest and liquidate all of the assets of the Company. As we
      are
      currently in default, Cornell Capital Partners could foreclose on the assets
      whenever they want. Also, all our debentures are currently in default, due
      to
      non-payment of principal and accrued interest (see Note 2 above).




***Our
      Common Stock Is Deemed To Be “Penny Stock,” Which May Make It More Difficult For
      Investors To Sell Their Shares Due To Suitability
      Requirements***




Our
      common stock is deemed to be “penny stock” as that term is defined in Rule
      3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
      are
      stock:




·  With
      a
      price of less than $5.00 per share;




·  That
      are
      not traded on a “recognized” national exchange;




·  Whose
      prices are not quoted on the Nasdaq automated quotation system (Nasdaq listed
      stock must still have a price of not less than $5.00 per share); or




·  In
      issuers with net tangible assets less than $2.0 million (if the issuer has
      been
      in continuous operation for at least three years) or $5.0 million (if in
      continuous operation for less than three years), or with average revenues of
      less than $6.0 million for the last three years.




Broker/dealers
      dealing in penny stocks are required to provide potential investors with a
      document disclosing the risks of penny stocks. Moreover, broker/dealers are
      required to determine whether an investment in a penny stock is a suitable
      investment for a prospective investor. These requirements may reduce the
      potential market for our common stock by reducing the number of potential
      investors. This may make it more difficult for investors in our common stock
      to
      sell shares to third parties or to otherwise dispose of them. This could cause
      our stock price to decline.




**ITEM
      3. CONTROLS AND PROCEDURES**




**Evaluation
      Of Disclosure Controls And Procedures**




Management
      of the Company has evaluated, with the participation of the Chief Executive
      Officer and Chief Financial Officer of the Company, the effectiveness of the
      Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Exchange Act as of the end of the fiscal year covered by
      this Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief
      Executive Officer and Chief Financial Officer of the Company have concluded
      that
      the Company’s disclosure controls and procedures as of the end of the fiscal
      year covered by this Quarterly Report on Form 10-QSB are effective to provide
      reasonable assurance that information required to be disclosed by the Company
      in
      the reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the SEC and that the information required to be disclosed
      in
      the reports is accumulated and communicated to management, including our Chief
      Executive Officer and Chief Financial Officer, to allow timely decisions
      regarding required disclosure




**Changes
      In Internal Controls Over Financial Reporting**




Management
      of the Company has also evaluated, with the participation of the Chief Executive
      Officer and Chief Financial Officer of the Company, any change in the Company’s
      internal control over financial reporting (as defined in Rules 13a-15(f) and
      15d-15(f) under the Exchange Act) that occurred during the fiscal year covered
      by this Quarterly Report on Form 10-QSB. There was no change in the Company’s
      internal control over financial reporting identified in that evaluation that
      occurred during the fiscal year covered by this Quarterly Report on Form 10-QSB
      that has materially affected, or is reasonably likely to materially affect,
      the
      Company’s internal control over financial reporting.




13




**PART
      II**




**Item
              1.**
            **Legal
                Proceedings**




None




**Item
              2.**
            **Changes
                In Securities And Use Of
                Proceeds**




None




**Item
              3.**
            **Defaults
                Upon Senior Securities**




None.




**Item
              4.**
            **Submission
                Of Matters To A Vote Of Security
                Holders**




None.




**Item
              5.**
            **Other
                Information**




None.




**Item
              6.**
            **Exhibits
                And Reports On Form 8-K**




(a)
            **Exhibits**:






**Exhibit**
              **Number**
            
            **Description**31.1
            
            Certification
                of Chief Executive Officer31.2
            
            Certification
                of Chief Financial Officer32.1
            
            Certification
                of President and Chief Executive Officer under Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            
            Certification
                of Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                Act of
                2002.




**(b)**
                **Reports
                    On Form 8-K:**




None




**SIGNATURES**




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




Date:
            February
                13, 2008By:
            /s/
                John T. RuddyName:
            John
                T. RuddyTitle:
            President,
                Chief Executive Officer,and
                Chief Financial Officer




14