**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 **September
      30, 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. Yesx Noo




Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act): Yesx Noo




There
      were 49,999,940 shares of common stock outstanding as of November 10, 2007.







**TABLE
      OF CONTENTS**





**PART I.**Item 1.
            Financial
                StatementsCondensed
                Balance Sheet - September 30, 2007 (unaudited)
            4Condensed
                Statements of Operations - For the Three Months
              Ended
                September 30, 2006 and 2007 (unaudited)
            5Condensed
                Statements of Cash Flows - For the Three Months
              Ended
                September 30, 2006 and 2007 (unaudited)
            6Notes
                to Condensed Financial Statements (unaudited)
            7Item
                2.
            Management’s
                Plan of Operations and Discussion and Analysis
            10Item
                3.
            Controls
                and Procedures
            14**PART II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            14Item
                2.
            Changes
                in Securities and Use of Proceeds
            14Item
                3.
            Defaults
                upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
                5.
            Other
                Information
            15Item
                6.
            Exhibits
                and Reports on Form 8-K
            15Signatures
            15







2




**PART
      I**






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




**Financial
      Information**


















3


LITE
        KING
        CORPORATION
 BALANCE
        SHEET
 SEPTEMBER
        30, 2007
 (UNAUDITED)
  ASSETSCurrent
                  assetsCash
              
              $
              --Total
                  current assets
              
              
              --Total
                  assets
              
              $
              --LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesAccounts
                  payable and accrued liabilities
              
              $
              1,634,268Convertible
                  debentures - related parties - current portion
              
              
              400,000Convertible
                  debentures - current portion
              
              
              931,677Due
                  to stockholder
              
              
              239,520Notes
                  payable to stockholders
              
              
              143,010Total
                  current liabilities
              
              
              3,348,475Long-term
                  liabilitiesConvertible
                  debentures - long-term portion
              
              
              --Total
                  liabilities
              
              
              3,348,475Commitments
                  and ContingenciesStockholders'
                  deficitCommon
                  stock; $0.001 par value; 50,000,000 sharesauthorized
                  49,999,940 shares issued and outstanding
              
              
              50,000Additional
                  paid-in capital
              
              
              585,166Treasury
                  stock
              
              
              (48,950
              )Accumulated
                  deficit
              
              
              (3,934,691
              )Total
                  stockholders' deficit
              
              
              (3,348,475
              )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 September 30,2007
              
              2006Revenues
              
              $
              --
              
              $
              --Cost
                  of revenues
              
              
              --
              
              
              --Gross
                  profit (loss)
              
              
              --
              
              
              --Operating
                  expensesGeneral
                  and administrative
              
              
              12,525
              
              
              5,370Total
                  operating expenses
              
              
              12,525
              
              
              5,370Loss
                  from operations
              
              
              (12,525
              )
              
              (5,370
              )Other
                  expenseInterest
                  expense
              
              
              (25,758
              )
              
              (25,758
              )Total
                  other expense
              
              
              (25,758
              )
              
              (25,758
              )Net
                  loss
              
              $
              (38,283
              )
              $
              (31,128
              )Basic
                  and diluted loss per common share
              
              $
              (0.00
              )
              $
              (0.00
              )Basic
                  and diluted weighted average commonshares
                  outstanding
              
              
              49,999,940
              
              
              49,999,940





See
      Accompanying Notes to Condensed Financial Statements


5


LITE
        KING
        CORPORATION
 CONDENSED
        STATEMENTS OF CASH FLOWS
 (UNAUDITED)





For
                the three months ended September 30,2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (38,283
            )
            $
            (31,128
            )Adjustments
                to reconcile loss to net cash used byoperating
                activities:Changes
                in operating assets and liabilities:Change
                in accounts payable and accrued liabilities
            
            
            (23,390
            )
            
            31,128Net
                cash used by operating activities from continuingoperations
            
            
            (61,673
            )
            
            --Cash
                flows from financing activities:Change
                in due to stockholder
            
            
            61,673
            
            
            --Net
                cash used by financing activities from continuingoperations
            
            
            61,673
            
            
            --Net
                change in cash
            
            
            --
            
            
            --Cash,
                beginning of period
            
            
            --
            
            
            --Cash,
                end of period
            
            $
            --
            
            $
            --Supplemental
                disclosure of cash flow information:Cash
                paid for income taxes
            
            $
            --
            
            $
            --Cash
                paid for interest
            
            $
            --
            
            $
            --





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 $38,000 for the three months ended
      September 30, 2007. The Company’s current liabilities exceed its current assets
      by approximately $3,348,000 as of September 30, 2007. The Company ceased
      operations in October 2002 and is considered to be a public shell.




Management’s
      plan is 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 three months ended March
      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
      stockholder - As of
      September 30, 2007, Cornell Capital Partners, LP (“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
      September 30, 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 September 30, 2007 accrued interest on the debentures
      amounted to approximately $265,000.




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 September 30,
      2007, the outstanding payroll tax payable balance was $115,736.




5.
            EQUITY
                LINE OF CREDIT AGREEMENT




On
      February 7, 2002, the Company entered into the Credit Agreement (defined in
      Note
      3 above) with Cornel Capital Partners. Pursuant to the Credit Agreement, the
      Company might, at its discretion, periodically draw funds up to $20,000,000
      from
      issuance of its common stock. For each share of common stock purchased under
      the
      Credit Agreement, Cornell Capital Partners would pay 91% of the lowest closing
      bid price on the Over-the-Counter Bulletin Board or other principal market
      on
      which the Company’s common stock is traded for the 5 days immediately following
      the notice date. The Company was entitled to $1.5 million, in the aggregate,
      in
      the first thirty calendar day period after the effective date of the
      registration statement which was to register shares underlying the Credit
      Agreement. The amount of each subsequent advance received by the Company was
      subject to an aggregate maximum advance amount of $500,000 in any thirty-day
      period thereafter. The term of the Credit Agreement was thirty-six months
      beginning on the date the SEC declares the registration statement effective
      and
      subject to termination at the sole discretion of the Company and subject to
      certain events. The Credit Agreement is no longer in effect and the Company
      cannot access any funds thereunder.




9


Under
      the
      Credit Agreement, the Company was required to issue 360,920 shares of the
      Company’s common stock to Cornell Capital Partners, 20,000 shares to a placement
      agent, and issue a convertible debenture in the amount of $843,823. In February
      2002, the Company issued the common stock valued at $159,986, which the Company
      recorded as “Loan fees related to equity line” which were to be amortized over
      the life of the Credit Agreement. However, when the Company ceased operations
      in
      October of 2002, the Credit Agreement was cancelled and accordingly all
      remaining loan fees were fully amortized.







**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.*




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 Equity Line of Credit Agreement (the “Equity Line”) with
      Cornell Capital Partners, LP (“Cornell Capital Partners”) is no longer available
      to the Company at this time. 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.





10


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 September 30, 2007, As Compared To
      The
      Three Months Ended September 30, 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 September 30, 2007 and 2006.





**Operating
      Expense.** For
      the
      three months ended September 30, 2007 and 2006, we had operating expenses of
      approximately $12,500  and
      $5,400 respectively, an increase of $7,100 or 131%. The difference is due to
      an
      increase in professional fees.




**Interest
      Expense** ***.*** For
      the
      three months ended September 30, 2007 and 2006, we had interest expense of
      approximately $26,000 in each period.





**Net
      Loss.** ****** For
      the
      three months ended September 30, 2007, we had a net loss of approximately
      $38,000 as compared to a net loss of approximately $31,000 for the three months
      ended September 30, 2006, an increase of $7,000 or 22%.




**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company incurred a net loss of approximately $38,000 for the three months ended
      September 30, 2007. The Company has no cash on hand as of September 30, 2007.
      The Company’s current liabilities exceeded our current assets by approximately
      $3,348,000 as of September 30, 2007. As of September 30, 2007, the Company
      had
      an accumulated deficit of approximately $3,935,000.





**Related
      Party Transactions**





**Due
      to stockholder** -
      As of
      September 30, 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
      September 30, 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 September 30, 2007 accrued interest on the
      debentures amounted to approximately $265,000.




11


**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.




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.




**Equity
      Line of Credit Agreement**





On
      February 7, 2002, the Company entered into the Credit Agreement (defined in
      Note
      3 above) with Cornell Capital Partners. Pursuant to the Credit Agreement, the
      Company might, at its discretion, periodically draw funds up to $20,000,000
      from
      issuance of its common stock. For each share of common stock purchased under
      the
      Credit Line, Cornell Capital Partners would pay 91% of the lowest closing bid
      price on the Over-the-Counter Bulletin Board or other principal market on which
      the Company’s common stock is traded for the 5 days immediately following the
      notice date. The Company was required to file a registration statement on Form
      SB-2 with the Securities and Exchange Commission for the registration of common
      stock for issuance related to the Credit Agreement. The Company was entitled
      to
      $1.5 million, in the aggregate, in the first thirty calendar day period after
      the effective date of the registration statement which was to register shares
      underlying the Credit Agreement. The amount of each subsequent advance received
      by the Company was subject to an aggregate maximum advance amount of $500,000
      in
      any thirty-day period thereafter. The term of the Credit Agreement was
      thirty-six months beginning on the date the SEC declares the registration
      statement effective and subject to termination at the sole discretion of the
      Company and subject to certain events. The Credit Line is no longer in effect
      and the Company cannot access any funds thereunder.




Under
      the
      Credit Agreement, the Company was required to issue 360,920 shares of the
      Company’s common stock to Cornell Capital Partners, 20,000 shares to a placement
      agent, and issue a convertible debenture in the amount of $843,823. In February
      2002, the Company issued the common stock valued at $159,986, which the Company
      recorded as “Loan fees related to equity line” which were to be amortized over
      the life of the Credit Agreement. However, when the Company ceased operations
      in
      October of 2002, the Credit Agreement was cancelled and accordingly all
      remaining loan fees were fully amortized.





12




**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 Credit Agreement with Cornell Capital
      Partners is no longer available to the Company at this time. 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
      quarter ended September 30, 2007 and 2006, we had a net loss of approximately
      $38,000  and
      $31,000 respectively. The Company’s current liabilities exceeded our current
      assets by approximately $3,348,000 as of September 30, 2007. As of September
      30,
      2007, the Company had an accumulated deficit of approximately $3,935,000. 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
      Are Subject To 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 $3,348,000  as
      of
      September 30, 2007, which means that our current liabilities as of that date
      exceeded our current assets by approximately $3,348,000. 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 September 30, 2007 were not sufficient
      to satisfy all of our current liabilities on that date. We have no means to
      pay
      current liabilities.




***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 have 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).




13




***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**




As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company’s Principal
      Executive Officer/Principal Financial Officer of the effectiveness of the design
      and operation of the Company’s disclosure controls and procedures. The Company’s
      disclosure controls and procedures are designed to provide a reasonable level
      of
      assurance of achieving the Company’s disclosure control objectives. The
      Company’s Principal Executive Officer/Principal Financial Officer has concluded
      that the Company’s disclosure controls and procedures are, in fact, effective at
      this reasonable assurance level as of the period covered. In addition, the
      Company reviewed its internal controls, and there have been no significant
      changes in its internal controls or in other factors that could significantly
      affect those controls subsequent to the date of their last evaluation or from
      the end of the reporting period to the date of this
      Form 10-QSB.




**Changes
      In Internal Controls Over Financial Reporting**




In
      connection with the evaluation of the Company’s internal controls during the
      Company’s fiscal quarter ended September 30, 2007, the Company’s Principal
      Executive Officer/Principal Financial Officer has determined that there are
      no
      changes to the Company’s internal controls over financial reporting that has
      materially affected, or is reasonably likely to materially effect, the Company’s
      internal controls over financial reporting.






**PART
      II**




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




None




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




None





14




**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:
            November
                13, 2007By:
            /s/
                John T. RuddyName:
            John
                T. RuddyTitle:
            President,
                Chief Executive Officer,and
                Chief Financial Officer




15