UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

               For the quarterly period ended September 30, 2006

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT

               For the transition period from           to
                                             -----------   ------------

                        Commission file number 333-88179


                        INTERNATIONAL TEST SYSTEMS, INC.
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)


              Delaware                                74-29581956
              --------                                -----------
  (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)

                     20022 Creek Farm, San Antonio, TX 78259
                     ---------------------------------------
                    (Address of principal executive offices)

                                 (210)  481-5177
                                 ---------------
                         (Registrant's telephone number)


     Check  whether  the  registrant  (1)  has filed all reports  required to be
filed  by  Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for  such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days.
Yes [ ]  No  [X]

     As  of  November 13, 2006, 22,357,000 shares of Common Stock of the issuer
were  outstanding  ("Common  Stock").

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes  [X]  No  [ ].

   Traditional Small Business Disclosure Format (Check one): Yes [ ]  No  [X]

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>


                        INTERNATIONAL TEST SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                               September 30, December 31,
                                                   2006          2005
                                                -----------   -----------
<S>                                                 <C>           <C>

      ASSETS                                    $         -   $         -
                                                ===========   ===========



      LIABILITIES

Current Liabilities
  Accrued expenses                              $     20,558   $        -
  Line of credit from officer                         23,924            -
                                                ------------   ----------
    Total Current Liabilities                         44,482            -
                                                ------------   ----------


    STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 10,000,000 shares
  authorized, none issued and outstanding                  -            -
Common stock, $.001 par, 50,000,000 shares
  authorized, 22,357,000 shares outstanding           22,357       22,357
Additional paid in capital                         1,785,143    1,770,943
Retained deficit                                  (1,851,982)  (1,793,300)
                                                ------------   ----------
    Total Stockholders' Deficit                      (44,482)           -
                                                ------------   ----------
    Total Liabilities and
      Stockholders' Deficit                     $          -   $        -
                                                ============   ==========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                        INTERNATIONAL TEST SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
         Three Months and Nine Months Ended September 30, 2006 and 2005
                                  (Unaudited)



                                                  Three Months              Nine Months
                                               Ended September 30,       Ended September 30,
                                                2006         2005         2006         2005
                                            ---------    ----------   -----------   ----------
<S>                                             <C>          <C>          <C>          <C>
Revenue from equipment sales
  and sales commissions                     $       -    $        -   $         -   $        -


General & administrative                       31,844             -        58,224            -
                                            ---------    ----------   -----------   ----------
  Loss from operations                        (31,844)            -       (58,224)           -

Interest expense                                  302             -           458            -

                                            ---------     ---------   -----------   ----------
Net income (loss)                           $ (32,146)   $        -   $   (58,682)  $        -
                                            =========    ==========   ===========   ==========


Basic and diluted net loss
  per common share                          $    0.00    $     0.00   $      0.00   $     0.00
Weighted average common
  shares outstanding                       22,357,000    22,357,000   22,357,000    22,357,000

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                        INTERNATIONAL TEST SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Nine Months Ended September 30, 2006 and 2005
                                  (Unaudited)


                                                2006               2005
                                             -----------       -----------
<S>                                             <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                   $   (58,682)      $         -
  Adjustments to reconcile net loss
    to cash used in operating activities:
  Share-based compensation                        14,200                 -
  Increase in accrued liabilities                 20,558                 -
                                             -----------       -----------
NET CASH USED IN OPERATING ACTIVITIES            (23,924)                -
                                             -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in line of credit from officer         23,924                 -
                                             -----------       -----------
NET CASH USED IN FINANCING ACTIVITIES             23,924                 -
                                             -----------       -----------

NET CHANGE IN CASH                                     -                 -

CASH AT BEGINNING OF PERIOD                            -                 -
                                             -----------       -----------
CASH AT END OF PERIOD                        $         -       $         -
                                             ===========       ===========
</TABLE>


<PAGE>

                        INTERNATIONAL TEST SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of International Test
Systems, Inc., a Delaware corporation ("ITS"), have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained in
ITS' 2005 Annual Report filed with the SEC on Form 10-KSB.  In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein.  The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.  Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the fiscal year 2005 as reported in Form 10-KSB, have
been omitted.

NOTE 2 - LINE OF CREDIT

In April 2006, our Chief Executive Officer provided us with a line of credit in
the amount of $50,000, which bears interest at the rate of 8% per annum, until
paid, which interest is due and payable on the 15th of each month.  As of
September 30, 2006, $23,924 had been loaned under the line of credit.  As of
November 16, 2006, $34,336 had been loaned under the line of credit, and $15,664
was available for us to borrow under the line of credit.  As of November 16,
2006, all monthly interest payments remain unpaid by us and have been accrued.
The line of credit is due and payable on December 31, 2006.

NOTE 3 - WARRANTS

In April 2006, ITS issued 1,420,000 warrants to our Chief Executive Officer.
These warrants have an exercise price of $0.05 per share and a term of five
years.  Share-based compensation of $14,200 was recorded for the fair value
determined using the Black-Scholes pricing model.  Variables used in the
Black-Scholes pricing model include (1) 4.8% risk-free interest rate, (2)
expected warrant life is the actual remaining life of the warrants, (3) expected
volatility of 203%, and (4) zero expected dividends.

<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT  OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL,
OF  SUCH  FORWARD-LOOKING  STATEMENTS  CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY  SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR
"ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  THE  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  OF INTERNATIONAL  TEST   SYSTEMS,   INC.   ("ITS",  "THE COMPANY",
"WE",  "US"  OR  "OUR")  TO  BE  MATERIALLY  DIFFERENT  FROM ANY FUTURE RESULTS,
PERFORMANCE  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY  SUCH  FORWARD-LOOKING
STATEMENTS.  REFERENCES  IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED, ARE
TO  SEPTEMBER  30,  2006.

BUSINESS  HISTORY

International  Test  Systems,  Inc.  was  originally  incorporated  as  a  Texas
corporation  in September 1996. The Texas corporation was dissolved in September
1999  and reincorporated in Delaware on September 20, 1999, with all of the same
assets  and  liabilities  and substantially identical ownership structure as the
former Texas corporation. Pensar Technologies, LLC was formed as a Texas Limited
Liability  Company on May 5, 1995 ("Pensar"). On May 7, 2002, International Test
Systems,  Inc.  entered  into  an  asset  purchase agreement with Pensar whereby
International  Test  Systems, Inc. acquired all of the assets and certain of the
liabilities  of  Pensar.  Both  International Test Systems, Inc. and Pensar were
entities  under  partial  common  control  and  the  financial  statements  of
International  Test  Systems, Inc. and Pensar are presented separately up to the
date  that  International Test Systems and Pensar entered into an asset purchase
agreement  in  May  2002.  References  in  this  document  to International Test
Systems,  Inc.  ("ITS"), the Company, we, our and us refer to International Test
Systems,  Inc.,  a  Delaware  corporation.

<PAGE>

BUSINESS  OPERATIONS

Prior  to October 2003, we manufactured, marketed, sold and distributed a family
of  hardware  and software products used to test and troubleshoot  components on
printed  circuit  boards.

We previously had a ten-year exclusive distribution agreement with Pensar, dated
June  19,  1999  and  amended  April 15, 2000 and June 1, 2001,  granting us the
exclusive,  worldwide right to market,  sell and distribute these test products.
We  had  the  right  to  purchase products from Pensar at a 40% discount off the
prices  that  Pensar  normally  charged  its  customers. We had no obligation to
pre-purchase  any  products  or  parts  for  our  inventory.   In  consideration
for  our  distributorship,  we  were  required  to  pay Pensar a one-time $5,000
distributorship  fee  upon  execution  of  the  agreement  and  a monthly $1,500
distributorship  fee  until  July  31,  2000.

By  amendments  executed  in April 2000 and June 2001 by both ITS and Pensar, we
were granted both a right of first refusal to purchase our CircuiTest Technology
from Pensar as well as an option to purchase the  technology at any time  during
the  term  of  the  distribution  agreement  and any  extensions.  The option to
purchase  the  CircuiTest  Technology  allowed  us to  purchase  the  technology
for the  lesser of $375,000 or 75% of  the fair market value as determined by an
independent  third  party  appraiser.

On  May 1, 2002, we entered into an asset purchase agreement with Pensar whereby
we  acquired  all  of  the  assets  and  certain of the liabilities of Pensar in
consideration  for  300,000  shares  of  our common stock, and the assumption of
Pensar's  liabilities  in  the  amount  of  $30,835.

On October 23, 2003, we sold 19,850,000 shares to Promota International, Inc., a
Delaware corporation for $250,000, pursuant to a Stock Purchase Agreement. Prior
to the closing of the Stock Purchase Agreement, Promota owned six hundred twenty
six  thousand  (626,000)  shares  of  our Common Stock. As a result of the Stock
Purchase  Agreement,  Promota  held  20,476,000  shares  of  our  common  stock,
representing  approximately  92%  of  our  then issued and outstanding shares of
common  stock.

As  part  of the Stock Purchase Agreement with Promota, all of our assets except
for  cash,  as  well  as  all  of  our  liabilities were transferred to Carey G.
Birmingham,  our  current  President,  who also served as our President from the
date  we  were  incorporated until the Stock Purchase Agreement in October 2003,
when  he  resigned  as  President  and Director. Mr. Birmingham was subsequently
re-appointed as our President, Chief Executive Officer, Secretary, Treasurer and
as  a  Director  in  April  2006,  in  connection with his entry into the "Stock
Purchase  Agreement,"  described  in greater detail below under "Recent Events."

Since  approximately  October  2003,  we  effectively ceased all of our business
operations  and  have  not  generated  any  revenues  since  that  time.

<PAGE>

In  April  2006,  Promota sold all 20,476,000 shares which it held, representing
approximately  92%  of our outstanding common stock, in a private transaction to
Carey  G.  Birmingham  and BFP Texas, Ltd., a Texas Limited Partnership which is
controlled  by  Carey  G.  Birmingham,  our Chief Executive Officer and Director
("BFP"),  as well as a small group of individuals for $217,000 in cash, pursuant
to  a  Stock  Purchase  Agreement  (the  "2006  Stock Purchase Agreement") dated
January  9,  2006.  Additionally, pursuant to the 2006 Stock Purchase Agreement,
it  was  agreed that Mr. Birmingham would transfer 60,000 of the shares which he
received  in  connection  with  the 2006 Stock Purchase Agreement, to Cherrytree
Investments,  LLC,  a  company controlled by Warren Kirshenbaum, our Director up
until  the  date  of  the  2006  Stock  Purchase  Agreement.

In  April  2006, Mr. Birmingham transferred 925,000 shares of common stock which
he received in connection with the 2006 Stock Purchase Agreement to an aggregate
of fourteen (14) individuals, who loaned approximately $92,500 to Mr. Birmingham
in  connection  with  the  2006  Stock  Purchase  Agreement.

Additionally, in April 2006, we granted Mr. Birmingham an aggregate of 1,420,000
warrants  to  purchase  shares of our common stock at an exercise price of $0.05
per  share  in  connection  with  the 2006 Stock Purchase Agreement and with his
agreeing  to be responsible for the expenses associated with bringing us current
in  our filings, as described below.  Mr. Birmingham subsequently transferred an
aggregate  of 677,500 of those warrants to the fourteen (14) individuals who had
provided  Mr.  Birmingham  $92,500  in  loans  in connection with the 2006 Stock
Purchase  Agreement,  107,500 warrants to BFP, and 100,000 warrants to our legal
counsel, David M. Loev, in consideration for performing legal services for us in
connection  with  us  fulfilling  our  past  reporting  obligations.

Pursuant  to  the  Stock  Purchase Agreement, it was agreed that Mr. Birmingham,
through BFP Texas, Ltd. ("BFP"), an entity, which Mr. Birmingham controls, would
be  responsible for the expenses associated with filing our past due filings and
with  bringing  us  current  in our filings.  It was agreed pursuant to the 2006
Stock Purchase Agreement, that any expenses incurred by BFP or Mr. Birmingham in
connection with making our reporting obligations current would be evidenced by a
Promissory  Note.

On  April  7,  2006,  subsequent to the purchase of Promota's shares by Carey G.
Birmingham,  Messrs.  Michael  Dramytimos,  Christos  Mouroutis  and  Warren  A.
Kirshenbaum resigned as officers and directors of our company and Mr. Birmingham
was  appointed  as  President, Chief Executive Officer, Treasurer, Secretary and
sole  Director.

<PAGE>

PRODUCTS  ASSOCIATED  WITH  OUR  PRIOR  OPERATIONS

The products we owned and marketed up until approximately October 2003, the date
we  effectively ceased all meaningful operations, were known collectively as the
CircuiTest  In-Circuit  Component Test System and included the 2000S  In-Circuit
Component  Test  System,  the  CircuiTest  2100  Scanner  Expansion and the 2100
S/OAI  (Shorts/Opens  Adapter  Interface)  Shorts  and  Opens  Tester.

The  CircuiTest  2000S In-Circuit Component System was a personal computer-based
product  which  was  used  to  troubleshoot,  test  and  allow for the repair of
components  on  assembled  printed  circuit  boards.

The CircuiTest 2100 Scanner  Expansion,  when connected to the CircuiTest 2000S,
increased  the  number of tests the software could automatically perform from 64
to  a  range  of  between  256  and  1024.

<PAGE>

The  2100  S/OAI  was  used  by  printed  circuit  board  manufacturers  and
assemblers  for located shorts and opens between points on a component, a common
problem  in the manufacturing  process.  Attached to the 2100 Scanner Expansion,
the  S/OAI  also  has  test-point  capability  of  up  to  1024  points.

CURRENT  STATUS  AS  A  BLANK  CHECK  SHELL  COMPANY

Since approximately October 2003, after we affected the Stock Purchase Agreement
with  Promota,  we  have been classified as a "shell company". Rule 12b-2 of the
Securities  and  Exchange Act of 1934, as amended (the "Securities Act") defines
"shell company," as a company (other than an asset-backed issuer), which has "no
operations;  and  either  no or nominal assets; assets consisting of solely cash
and  cash  equivalents;  or  assets  consisting  of  any amount of cash and cash
equivalents  and  nominal  other  assets."  Additionally,  since  approximately
October 2003, our operations have been classified us as a "blank check" company,
which  is  defined  as  "any  development  stage company that is issuing a penny
stock,  within the meaning of Section 3 (a)(51) of the Exchange Act and that has
no specific business plan or purpose, or has indicated that its business plan is
to  merge  with  an unidentified company or companies." Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in  their  respective  jurisdictions.  Management  does not intend to
undertake  any  efforts  to  cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company  intends  to  comply  with  the  periodic  reporting requirements of the
Exchange  Act  for  so  long  as  we  are  subject  to  those  requirements.

We  currently plan to investigate and, if such investigation warrants, acquire a
target  company or business seeking the perceived advantages of being a publicly
held  corporation  and,  to a lesser extent, that desires to employ our funds in
its  business.  Our  principal  business  objective  for  the next 12 months and
beyond, will be to achieve long-term growth potential through a combination with
a  business rather than immediate, short-term earnings. We will not restrict our
potential  candidate  target  companies  to  any  specific business, industry or
geographical  location  and,  thus,  may  acquire  any  type  of  business.

The  analysis  of  new  business  opportunities has and will be undertaken by or
under  the supervision of Carey G. Birmingham, our sole officer and Director. As
of  the  date  of this filing, we have not entered into any definitive agreement
with  any party, nor have there been any specific discussions with any potential
business  combination  candidate regarding business opportunities for us. In our
efforts to analyze potential acquisition targets, we will consider the following
kinds  of  factors:

     (a)  Potential  for  growth,  indicated  by  new  technology,  anticipated
          market  expansion  or  new  products;

     (b)  Competitive  position  as  compared  to  other  firms  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry  as  a  whole;

     (c)  Strength  and  diversity  of  management,  either  in  place  or
          scheduled  for  recruitment;

     (d)  Capital  requirements  and  anticipated  availability  of  required
          funds,  to  be  provided by the Registrant or from operations, through
          the  sale  of additional securities, through joint ventures or similar
          arrangements  or  from  other  sources;

     (e)  The cost  of  participation  by  us  as  compared  to  the  perceived
          tangible  and  intangible  values  and  potentials;

     (f)  The  extent  to  which  the  business  opportunity  can  be  advanced;

<PAGE>

     (g)  The accessibility  of  required  management  expertise,  personnel,
          raw  materials,  services,  professional assistance and other required
          items;  and

     (h)  Other  relevant  factors.

In  applying  the  foregoing  criteria, no one of which will be controlling, our
management  will  attempt  to  analyze  all factors and circumstances and make a
determination  based  upon reasonable investigative measures and available data.
Potentially  available  business  opportunities  may  occur  in  many  different
industries,  and  at  various  stages of development, all of which will make the
task  of  comparative  investigation and analysis of such business opportunities
extremely  difficult  and  complex. Due to the limited capital we have available
for  investigation,  we  may  not  discover or adequately evaluate adverse facts
about  the  opportunity  to  be  acquired.

FORM  OF  ACQUISITION

The manner in which we participate in an opportunity will depend upon the nature
of  the  opportunity,  our  respective needs and desires as well as those of the
promoters  of  the  opportunity, and the relative negotiating strength of us and
such  promoters.

It  is  likely  that we will acquire our participation in a business opportunity
through  the issuance of common stock or other securities. Although the terms of
any  such  transaction  cannot  be predicted, it should be noted that in certain
circumstances  the  criteria  for determining whether or not an acquisition is a
so-called  "tax  free"  reorganization  under  Section 368(a)(1) of the Internal
Revenue  Code of 1986, as amended (the "Code"), depends upon the issuance to the
stockholders  of the acquired company of at least 80 percent of the common stock
of  the  combined  entities  immediately  following  the  reorganization.  If  a
transaction  were  structured  to take advantage of these provisions rather than
other  "tax  free"  provisions  provided  under the Code, all prior stockholders
would  in  such  circumstances  retain  20%  or  less  of  the  total issued and
outstanding  shares.  Under  other  circumstances,  depending  upon the relative
negotiating strength of the parties, prior stockholders may retain substantially
less  than  20% of the total issued and outstanding shares. This could result in
substantial additional dilution to the equity of those who were our stockholders
prior  to  such  reorganization.

Our  present  stockholders  will  likely  not  have control of a majority of our
voting  shares  following  a  reorganization  transaction.  As  part  of  such a
transaction, all or a majority of our directors may resign and new directors may
be  appointed  without  any  vote  by  stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole
determination of our management without any vote or approval by stockholders. In
the  case of a statutory merger or consolidation directly involving the Company,
it  will  likely  be  necessary  to  call a stockholders' meeting and obtain the
approval  of  the holders of a majority of the outstanding shares. The necessity
to  obtain  such stockholder approval may result in delay and additional expense
in  the  consummation  of  any  proposed  transaction and will also give rise to
certain  appraisal  rights  to  dissenting stockholders. Most likely, management
will  seek  to  structure  any such transaction so as not to require stockholder
approval.

It  is anticipated that the investigation of specific business opportunities and
the  negotiation,  drafting  and  execution  of  relevant agreements, disclosure
documents  and  other  instruments  will require substantial management time and
attention  and  substantial  cost  for  accountants,  attorneys and others. If a
decision  is  made  not  to  participate in a specific business opportunity, the
costs  theretofore  incurred  in  the  related  investigation  would  not  be
recoverable.  Furthermore, even if an agreement is reached for the participation
in  a  specific business opportunity, the failure to consummate that transaction
may  result  in  our  loss  of  the  related  costs  incurred.

<PAGE>

We  presently  have no employees apart from our sole officer and Director, Carey
G. Birmingham. Mr. Birmingham is engaged in outside business activities and as a
result,  he  anticipates  the  amount  of  time he will be able to devote to our
business  will  be  very  limited until the acquisition of a successful business
opportunity has been consummated. We expect no significant changes in the number
of  our  employees  other  than  such  changes,  if  any, incident to a business
combination.

INTELLECTUAL  PROPERTY

On  May  1,  2002 we acquired all ownership rights, including copyrights, to the
software,  hardware  and intellectual property associated with the product known
as  CircuiTest  2000S  from  Pensar.

In October 2003, as part of the Stock Purchase Agreement between our Company and
Promota  International,  Inc. all intellectual property was transferred to Carey
G.  Birmingham,  in  consideration  for  his  assumption  and release of all our
liabilities.  As a result of such transfer in October 2003, we ceased to own any
intellectual  property and have not owned any intellectual property from October
2003  until  the date of this filing.  Additionally, we do not anticipate owning
any  intellectual  property until such time as we affect a business combination,
if  at  all.

RESEARCH  AND  DEVELOPMENT

We did not spend any funds on research and development during fiscal 2004, 2005,
or  2006  to  date.  We  do  not anticipate spending any amounts on research and
development  until  such  time  as  we affect a business combination, if at all.


<PAGE>

                               PLAN OF OPERATIONS

Our current business objective for the next twelve (12) months is to investigate
and,  if  such  investigation  warrants,  acquire  a  target company or business
seeking  the  perceived  advantages  of  being  a publicly held corporation. Our
principal  business objective for the next twelve (12) months and beyond will be
to  achieve  long-term  growth  potential  through a combination with a business
rather  than  immediate, short-term earnings. We will not restrict our potential
candidate  target  companies  to any specific business, industry or geographical
location  and,  thus,  may  acquire  any  type  of  business.

We  do  not  currently  engage  in  any business activities that provide us with
positive  cash flows. As such, the costs of investigating and analyzing business
combinations  for  the  next  approximately twelve months (12) months and beyond
will  be paid with our current cash on hand and through funds borrowed under our
Line  of  Credit with our President and Director, Carey G. Birmingham, described
in  greater  detail  below  under  "Liquidity  and  Capital  Resources."

During  the  next  twelve  months  we  anticipate  incurring  costs  related to:

          (i)  filing  of  Exchange  Act  reports,  and
          (ii) costs relating  to  consummating  an  acquisition.

We believe we will be able to meet these costs with our current cash on hand and
funds we may borrow under the Line of Credit, as described below, and additional
amounts,  as necessary, to be loaned to or invested in us by our stockholders or
other  investors.

We  may  consider  a  business  which  has  recently  commenced operations, is a
developing  company  in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need  of  additional  capital.  In  the  alternative, a business combination may
involve  the  acquisition  of,  or  merger  with,  a company which does not need
substantial  additional capital, but which desires to establish a public trading
market  for  its  shares,  while  avoiding, among other things, the time delays,
significant  expense,  and  loss  of  voting control which may occur in a public
offering.

Our  officer  and  Director,  Carey  G.  Birmingham, has not had any preliminary
contact  or  discussions with any representative of any other entity regarding a
business  combination  with  us.  Any  target business that is selected may be a
financially  unstable company or an entity in its early stages of development or
growth,  including entities without established records of sales or earnings. In
that  event,  we  will be subject to numerous risks inherent in the business and

<PAGE>

operations  of financially unstable and early stage or potential emerging growth
companies.  In  addition, we may effect a business combination with an entity in
an  industry characterized by a high level of risk, and, although our management
will  endeavor  to  evaluate the risks inherent in a particular target business,
there  can  be  no  assurance  that  we  will  properly  ascertain or assess all
significant  risks.

Our  management  anticipates  that  it  will  likely  be able to effect only one
business  combination,  due primarily to our limited financing, and the dilution
of  interest  for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business  in  order  to  achieve  a  tax  free  reorganization.  This  lack  of
diversification  should  be  considered  a  substantial risk in investing in us,
because  it  will  not  permit  us  to  offset potential losses from one venture
against  gains  from  another.

We  anticipate  that the selection of a business combination will be complex and
extremely  risky.  Because  of  general economic conditions, rapid technological
advances  being  made in some industries and shortages of available capital, our
management  believes  that  there  are  numerous  firms seeking even the limited
additional  capital which we will have and/or the perceived benefits of becoming
a  publicly  traded  corporation. Such perceived benefits of becoming a publicly
traded  corporation  include,  among other things, facilitating or improving the
terms  on which additional equity financing may be obtained, providing liquidity
for  the  principals  of  and  investors  in  a  business,  creating a means for
providing  incentive  stock  options  or  similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like  through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of  which  will  make the task of comparative investigation and analysis of such
business  opportunities  extremely  difficult  and  complex.

                        COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2006  COMPARED  TO  THE THREE MONTHS ENDED
SEPTEMBER  30,  2005

We  had  no  revenue  for  the  three  months ended September 30, 2006 and 2005.

We  had  total  general  and  administrative expenses for the three months ended
September  30,  2006  of  $31,844,  compared to total general and administrative
expenses  for the three months ended September 30, 2005 of $0. We had no general
and  administrative  expenses  for  the  three  months ended September 30, 2005,
because  we  had  no  sales  or  operations  during  that  period.  General  and
administrative  expenses  for  the  three  months  ended September 30, 2006 were
mainly  due  to  legal,  accounting  and  filing expenses in connection with the
preparation and review of our delinquent 10-QSB's and 10-KSB's and the financial
statements  contained  therein by our legal counsel and auditors, which periodic
reports  have  been  completely  updated  with  the  Commission  to  date.

<PAGE>

We  had  interest expense of $302 for the three months ended September 30, 2006,
compared  to  interest  expense  of  $0 for the three months ended September 30,
2005,  which interest expense for the three months ended September 30, 2006, was
in  connection  with  interest  on  our  Line of Credit with our Chief Executive
Officer,  Carey  G.  Birmingham, as described below under "Liquidity and Capital
Resources."

We  had  a  net  loss  of  $32,146 for the three months ended September 30, 2006
compared  to a net loss of $0 for the three months ended September 30, 2005. Our
net loss increased for the current period compared to the prior years period due
to  the  fact  that  while  we  had  no sales for either period, our general and
administrative expenses increased $31,844 from the prior period and our interest
expense  increased  $302  from  the  prior  period  as  described  above.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30,  2005

We  had  no  revenue  for  the  nine  months  ended September 30, 2006 and 2005.

We  had  total  general  and  administrative  expenses for the nine months ended
September  30,  2006  of  $58,224,  compared to total general and administrative
expenses  for  the nine months ended September 30, 2005 of $0. We had no general
and  administrative  expenses  for  the  nine  months  ended September 30, 2005,
because  we  had  no  sales  or  operations  during  that  period.  General  and
administrative  expenses  for  the nine months ended September 30, 2006 included
$14,200  of share based compensation in connection with the issuance to our sole
officer  and  director,  Carey  G.  Birmingham of 1,420,000 warrants to purchase
shares  of  our  common stock at an exercise price of $0.05 per share during the
nine  months  ended  September  30,  2006,  as  well  as  $44,482 spent by us in
connection  with  the  2006  Stock  Purchase  Agreement  and related expenses in
connection  with our effort to bring our filings current with the Securities and
Exchange  Commission  (the  "Commission").

We  had  interest  expense of $458 for the nine months ended September 30, 2006,
compared  to  an  interest expense of $0 for the nine months ended September 30,
2005, in connection with interest on our Line of Credit with our Chief Executive
Officer,  Carey  G.  Birmingham, as described below under "Liquidity and Capital
Resources."

<PAGE>

We  had  a  net  loss  of  $58,682  for the nine months ended September 30, 2006
compared  to  a net loss of $0 for the nine months ended September 30, 2005. Our
net  loss  increased  for the current period compared to the prior period due to
the  fact  that  while  we  had  no  sales  for  either  period, our general and
administrative  expenses  increased  $58,244 and our interest expenses increased
$458  from  the  prior period, due to expenses in connection with the 2006 Stock
Purchase  Agreement and our filings with the Commission, as well as the interest
on  our  Line  of  Credit.

LIQUIDITY  AND  CAPITAL  RESOURCES.

We  had  total  assets  of  $0  as  of  September  30,  2006.

We  had total liabilities as of September 30, 2006, consisting solely of current
liabilities  of  $44,482, which included accrued expenses of $20,558 and line of
credit  from officer of $23,924, relating to amounts loaned to us under our Line
of  Credit  (defined below) from our Chief Executive Officer and Director, Carey
G.  Birmingham.

We  had  negative  working  capital  of  $44,482 and a total retained deficit of
$1,851,982  as  of  September  30,  2006.

We had net cash used in operating activities for the nine months ended September
30,  2006  of  $23,924,  which included $58,682 of net loss offset by $14,200 of
share  based  compensation,  which was due to the grant of 1,420,000 warrants to
purchase  shares  of  our  common  stock at $0.05 per share, which warrants were
granted to  our  Chief  Executive Officer and Director, Carey G. Birmingham, and
$20,558  of  increase  in  accrued  liabilities  due  to  our  Line  of  Credit.

We had net cash used in financing activities for the nine months ended September
30,  2006  of  $23,924,  which was solely due to an increase in amounts borrowed
under  our  Line  of  Credit.

Pursuant  to  the Stock Purchase Agreement, entered into between BFP and Promota
in  April  2006,  it  was  agreed  that  our  Chief  Executive Officer, Carey G.
Birmingham,  through  BFP,  an  entity,  which Mr. Birmingham controls, would be
responsible  for  the  expenses  associated with filing our past due filings and
with bringing us current in our filings.  It was also agreed that BFP and/or Mr.
Birmingham would be reimbursed for any expenses incurred by in connection making
our  reporting  obligations  current.

<PAGE>

Additionally,  in  April 2006, our Chief Executive Officer and Director Carey G.
Birmingham provided us with a line of credit in the amount of $50,000 (the "Line
of Credit"), which bears interest at the rate of 8% per annum, until paid, which
interest  is  due  and  payable  on the 15th of each month the Line of Credit is
outstanding.  As  of November 16, 2006, approximately $34,336 had been borrowed
under  the  Line  of  Credit, and $15,664 was available for us to borrow.  As of
November 15,  2006, all monthly interest payments remain unpaid by us and have
been accrued.  The Line of Credit bears interest at the rate of 8% per annum and
is  due  and  payable  on  December  31,  2006.

We  currently plan to investigate and, if such investigation warrants, acquire a
target  company or business seeking the perceived advantages of being a publicly
held  corporation  and,  to a lesser extent, that desires to employ our funds in
its  business.  Our  principal  business  objective  for  the next 12 months and
beyond, will be to achieve long-term growth potential through a combination with
a  business rather than immediate, short-term earnings. We will not restrict our
potential  candidate  target  companies  to  any  specific business, industry or
geographical  location  and,  thus,  may  acquire  any  type  of  business.

We  do  not  currently have any commitments from our officer and Director, other
than  the  $50,000 Line of Credit provided to the Company by its Chief Executive
Officer  and  Director,  Carey  Birmingham.

CRITICAL  ACCOUNTING  POLICIES

Our  discussion  and  analysis  of  our  financial  condition  and  results  of
operations are based upon our unaudited  financial statements for the three and
nine months ended September 30, 2006, which are included herein, which have been
prepared  in  accordance  with  accounting  principals generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of any contingent assets and
liabilities.  On  an  on-going basis, we evaluate our estimates, including those
related  to  uncollectible  receivable,  investment  values,  income  taxes, the
recapitalization and contingencies. We base our estimates on various assumptions
that  we  believe to be reasonable under the circumstances, the results of which
form  the  basis  for  making  judgments  about  carrying  values  of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ  from  these  estimates  under  different  assumptions  or  conditions.


                                  RISK FACTORS
                            -------------------------

Our business is subject to numerous risk factors, including the following:

WE  HAVE  A  LIMITED  OPERATING  HISTORY  AND  MINIMAL  ASSETS  AND  HAVE HAD NO
OPERATIONS  AND  GENERATED  NO  REVENUES  FOR  APPROXIMATELY THE LAST TWO YEARS.

We have a limited operating history, and have had no operations nor any revenues
or  earnings  from  operations  since  approximately  October  2003.  We have no
significant  assets  or financial resources. We will, in all likelihood, sustain
operating  expenses  without  corresponding  revenues,  at  least  until  the
consummation  of  a  business combination. This may result in us incurring a net
operating  loss  which  will  increase  continuously  until  we can consummate a
business  combination  with  a target company. There is no assurance that we can
identify  such  a  target  company  and  consummate such a business combination.

<PAGE>

THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
STOCKHOLDERS.

Conflicts  of  interest create the risk that management may have an incentive to
act  adversely  to  the interests of other investors. A conflict of interest may
arise  between  our  management's  personal pecuniary interest and its fiduciary
duty  to  our stockholders. Further, our management's own pecuniary interest may
at  some  point  compromise  its  fiduciary  duty  to  our  stockholders.

THE  NATURE  OF  OUR  PROPOSED  OPERATIONS  IS  HIGHLY  SPECULATIVE.

The  success  of our proposed plan of operation will depend to a great extent on
the  operations,  financial  condition  and  management of the identified target
company. While management will prefer business combinations with entities having
established  operating  histories,  there  can  be  no assurance that we will be
successful  in  locating  candidates  meeting  such  criteria.  In  the event we
complete a business combination, of which there can be no assurance, the success
of  our  operations  will be dependent upon management of the target company and
numerous  other  factors  beyond  our  control.

THE  COMPETITION  FOR  BUSINESS  OPPORTUNITIES  AND  COMBINATIONS  IS  GREAT.

We  are  and will continue to be an insignificant participant in the business of
seeking  mergers  with  and acquisitions of business entities. A large number of
established  and  well-financed  entities,  including venture capital firms, are
active  in  mergers  and  acquisitions  of  companies  which  may  be  merger or
acquisition  target  candidates  for  us.  Nearly  all  such  entities  have
significantly  greater  financial  resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in  identifying  possible  business  opportunities and successfully completing a
business  combination.  Moreover, we will also compete with numerous other small
public  companies  in  seeking  merger  or  acquisition  candidates.

IT  WILL BE IMPRACTICABLE FOR US TO CONDUCT AN EXHAUSTIVE INVESTIGATION PRIOR TO
ANY  BUSINESS  COMBINATION,  WHICH  MAY  LEAD TO A FAILURE TO MEET OUR FIDUCIARY
OBLIGATIONS  TO  OUR  SHAREHOLDERS.

Our  limited  funds and the fact that we only have one officer and Director will
likely  make it impracticable to conduct a complete and exhaustive investigation
and  analysis  of  a  target  company.  The  decision  to  enter into a business
combination,  therefore,  will  likely  be  made  without  detailed  feasibility
studies,  independent  analysis, market surveys or similar information which, if
we  had  more funds available to it, would be desirable. We will be particularly
dependent  in  making  decisions upon information provided by the principals and
advisors  associated  with  the  business  entity  seeking  our  participation.
Management  may  not  be  able  to  meet  its fiduciary obligation to us and our
stockholders due to the impracticability of completing thorough due diligence of
a  target  company.  By  our  failure  to  complete a thorough due diligence and
exhaustive  investigation  of  a  target  company,  we  are  more susceptible to
derivative  litigation  or other stockholder suits. In addition, this failure to
meet  our fiduciary obligations increases the likelihood of plaintiff success in
such  litigation.

<PAGE>

WE  HAVE  NO  CURRENT  AGREEMENTS  IN  PLACE FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION,  AND  WE  CURRENTLY  HAVE  NO  STANDARDS  FOR  POTENTIAL  BUSINESS
COMBINATIONS,  AND AS A RESULT, OUR MANAGEMENT HAS SOLE DISCRETION REGARDING ANY
POTENTIAL  BUSINESS  COMBINATION.

We  have  no  current  arrangement,  agreement  or understanding with respect to
engaging  in  a  business  combination  with  a specific entity. There can be no
assurance  that  we  will  be  successful in identifying and evaluating suitable
business opportunities or in concluding a business combination. Carey Birmingham
is  our  sole  officer,  Director  and  controlling  shareholder and as such has
complete  control  and  discretion  with regard to our business and affairs. Mr.
Birmingham  has  complete  discretion  over  whether or not we will enter into a
business  combination.  Management has not identified any particular industry or
specific business within an industry for evaluation by us. There is no assurance
that  we  will be able to negotiate a business combination on terms favorable to
us.  We  have  not  established  a  specific  length  of  operating history or a
specified  level  of earnings, assets, net worth or other criteria which we will
require  a  target  company  to  have  achieved,  or  without which we would not
consider  a  business combination with such business entity. Accordingly, we may
enter  into  a business combination with a business entity having no significant
operating  history,  losses,  limited  or  no  potential for immediate earnings,
limited  assets,  negative  net  worth  or  other  negative  characteristics.

ANY  FUTURE  BUSINESS COMBINATION IS HIGHLY DEPENDENT ON THE ACTIONS OF OUR SOLE
OFFICER  AND  DIRECTOR,  WHO MAY ONLY HAVE A LIMITED AMOUNT OF TIME AVAILABLE TO
CONCENTRATE  US.

While  seeking  a  business  combination, management anticipates devoting only a
limited  amount  of  time  per  month  to our business. Our sole officer has not
entered into a written employment agreement with us and he is not expected to do
so in the foreseeable future. We have not obtained key man life insurance on our
officer/director.  Notwithstanding  the  combined  limited  experience  and time
commitment of management, loss of the services of Mr. Birmingham would adversely
affect  development  of  our  business  and likelihood of continuing operations.

OUR  AUDITOR  HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.

We  have  generated nominal revenues since inception; and have not generated any
revenues  since October 2003, nor have we had any operations since October 2003.
We  had  a retained deficit of $1,851,982 as of September 30, 2006 and a working
capital deficit of $44,482 as of September 30, 2006. These factors among others
indicate  that  we may be unable to continue as a going concern, particularly in
the  event  that  we cannot obtain additional financing and/or attain profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty and if we cannot continue
as  a  going  concern,  your  investment  in  us  could  become devalued or even
worthless.

<PAGE>

REPORTING  REQUIREMENTS  MAY  DELAY  OR  PRECLUDE  AN  ACQUISITION.

Section  13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies  subject  thereto  to  provide  certain  information about significant
acquisitions including audited financial statements for the company acquired and
a detailed description of the business operations and risks associated with such
company's operations. The time and additional costs that may be incurred by some
target  companies  to  prepare  such  financial  statements  and  descriptive
information  may  significantly delay or essentially preclude consummation of an
otherwise  desirable acquisition by us. Additionally, acquisition prospects that
do  not  have or are unable to obtain the required audited statements may not be
appropriate  for  acquisition  so  long  as  the  reporting  requirements of the
Exchange  Act  are  applicable.

WE  HAVE  NOT  CONDUCTED  ANY  MARKET  RESEARCH REGARDING ANY POTENTIAL BUSINESS
COMBINATIONS.

We have neither conducted, nor have others made available to it, market research
indicating  that  demand exists for the transactions contemplated by us. Even in
the  event demand exists for a transaction of the type contemplated by us, there
is  no  assurance  we  will  be  successful  in  completing  any  such  business
combination.

WE  DO  NOT  PLAN  TO  DIVERSIFY  OUR  OPERATIONS  IN  THE  EVENT  OF A BUSINESS
COMBINATION.

Our  proposed  operations,  even if successful, will in all likelihood result in
our  engaging  in  a  business  combination  with  only  one  target  company.
Consequently, our activities will be limited to those engaged in by the business
entity  which  we  will  merge  with  or acquire. Our inability to diversify its
activities into a number of areas may subject us to economic fluctuations within
a  particular  business  or industry and therefore increase the risks associated
with  our  operations.

ANY  BUSINESS  COMBINATION  WILL LIKELY RESULT IN A CHANGE IN CONTROL AND IN OUR
MANAGEMENT.

A  business  combination involving the issuance of our common stock will, in all
likelihood,  result  in shareholders of a target company obtaining a controlling
interest  in  the  Company.  Any  such  business  combination  may  require  our
shareholder  to  sell  or  transfer  all or a portion of their common stock. The
resulting  change in control of the Company will likely result in removal of the
present  officer and director of the Company and a corresponding reduction in or
elimination  of  his  participation  in  the  future  affairs  of  the  Company.

REDUCTION  OF  PERCENTAGE  SHARE  OWNERSHIP  FOLLOWING  BUSINESS  COMBINATION.

Our  primary  plan  of  operation  is  based  upon a business combination with a
business  entity which, in all likelihood, will result in our issuing securities
to  shareholders  of such business entity. The issuance of previously authorized
and  unissued  common  stock would result in a reduction in percentage of shares
owned  by  our  present  shareholders  and could therefore result in a change in
control  of  our  management.

<PAGE>

FEDERAL AND STATE TAXATION RULES COULD ADVERSELY EFFECT ANY BUSINESS COMBINATION
WE  MAY  UNDERTAKE.

Federal  and  state  tax  consequences  will,  in  all  likelihood,  be  major
considerations  in  any  business  combination we may undertake. Currently, such
transactions  may  be  structured  so as to result in tax-free treatment to both
companies,  pursuant  to  various federal and state tax provisions. We intend to
structure  any  business combination so as to minimize the federal and state tax
consequences  to  both  us  and  the  target  company;  however, there can be no
assurance that such business combination will meet the statutory requirements of
a  tax-free reorganization or that the parties will obtain the intended tax-free
treatment  upon  a  transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse  effect  on  both  parties  to  the  transaction.

WE  MAY  BE  FORCED TO RELY ON UNAUDITED FINANCIAL STATEMENTS IN CONNECTION WITH
ANY  BUSINESS  COMBINATION.

We will require audited financial statements from any business entity we propose
to  acquire. No assurance can be given; however, that audited financials will be
available  to  us  prior  to  a  business  combination.  In  cases where audited
financials are unavailable, we will have to rely upon unaudited information that
has  not been verified by outside auditors in making our decision to engage in a
transaction  with  the  business  entity.  The  lack  of the type of independent
verification which audited financial statements would provide increases the risk
that  we,  in evaluating a transaction with such a target company, will not have
the  benefit  of full and accurate information about the financial condition and
operating history of the target company. This risk increases the prospect that a
business  combination  with  such  a  business  entity  might  prove  to  be  an
unfavorable  one  for  us.

WE  MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT
OUR  OPERATIONS.

Although  we  will  be  subject to the reporting requirements under the Exchange
Act,  management  believes  we  will  not  be  subject  to  regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we  engage  in  business  combinations  which  result  in  our  holding  passive
investment  interests in a number of entities, we could be subject to regulation
under  the Investment Company Act. If so, we would be required to register as an
investment  company  and could be expected to incur significant registration and
compliance  costs.  We have obtained no formal determination from the Securities
and  Exchange  Commission as to our status under the Investment Company Act and,
consequently,  violation  of  the  Act  could  subject  us  to  material adverse
consequences.

THERE  IS  CURRENTLY  NO  TRADING  MARKET  FOR  OUR  COMMON  STOCK.

Outstanding  shares  of  our  common  stock  cannot be offered, sold, pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration  under,  the  Securities  Act  of 1933, as amended (the "Securities
Act")  and any other applicable federal or state securities laws or regulations.
These restrictions will limit the ability of our stockholders to liquidate their
investment.

<PAGE>

OUR  BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING  BUSINESS.

We  have  had  no revenues from operations for approximately the past two years.
We  have  had  no  operations  for approximately the past two years.  We may not
realize  any  revenues unless and until we successfully merge with or acquire an
operating  business.

THE  COMPANY  MAY  ISSUE MORE SHARES IN CONNECTION WITH A MERGER OR ACQUISITION,
WHICH  WOULD  RESULT  IN  SUBSTANTIAL  DILUTION.

Our  Certificate  of  Incorporation  authorizes  the  issuance  of  a maximum of
50,000,000  shares  of  common  stock  and  a  maximum  of  10,000,000 shares of
preferred  stock.  Any  merger  or  acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial  dilution  in  the  percentage  of our common stock held by our then
existing  stockholders.  Moreover, the common stock issued in any such merger or
acquisition  transaction may be valued on an arbitrary or non-arm's-length basis
by  our  management,  resulting  in an additional reduction in the percentage of
common  stock held by our then existing stockholders. Our Board of Directors has
the  power  to  issue  any or all of such authorized but unissued shares without
stockholder  approval.  To  the extent that additional shares of common stock or
preferred  stock  are  issued  in  connection  with  a  business  combination or
otherwise,  dilution  to  the  interests  of our stockholders will occur and the
rights  of  the  holders  of common stock might be materially adversely affected

THERE  IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS
ON  OUR  COMMON  STOCK.

There  is no public trading market for our common stock, and none is expected to
develop  in  the  foreseeable  future  unless  and until the Company completes a
business  combination  with  an  operating  business  and  such business files a
registration  statement  under  the  Securities Act. Additionally, we have never
paid  dividends  on  our  common  stock  and  do not presently intend to pay any
dividends  in the foreseeable future. We anticipate that any funds available for
payment  of  dividends  will  be  re-invested  into  the  Company to further its
business  strategy.

<PAGE>

WE  CANNOT  ASSURE  YOU  THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS,  OUR  COMMON  STOCK  WILL  BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.

Following a business combination, we may seek the listing of our common stock on
NASDAQ  or  the  American  Stock  Exchange.  However,  we cannot assure you that
following  such  a  transaction,  we  will  be  able to meet the initial listing
standards  of  either  of  those or any other stock exchange, or that we will be
able  to  maintain a listing of our common stock on either of those or any other
stock  exchange. After completing a business combination, until our common stock
is  listed  on  the  NASDAQ or another stock exchange, we expect that our common
stock  would  be  eligible  to  trade  on  the  OTC  Bulletin  Board,  another
over-the-counter  quotation  system,  or  on  the  "pink  sheets,"  where  our
stockholders  may find it more difficult to dispose of shares or obtain accurate
quotations  as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule,  imposes  various  practice  requirements  on  broker-dealers  who  sell
securities  governed by the rule to persons other than established customers and
accredited  investors.  Consequently,  such  rule  may deter broker-dealers from
recommending  or  selling  our  common  stock,  which  may  further  affect  its
liquidity.  This  would  also  make it more difficult for us to raise additional
capital  following  a  business  combination.  Additionally,  there  can  be  no
assurances  that  we will be able to obtain listing on the OTC Bulletin Board or
the  "pink sheets," which failure could cause our common stock become worthless.

PRINCIPAL  STOCKHOLDERS  MAY  ENGAGE  IN  A  TRANSACTION TO CAUSE THE COMPANY TO
REPURCHASE  THEIR  SHARES  OF  COMMON  STOCK.

In  order  to  provide  control  of  the Company to a third party, our principal
stockholders may choose to cause the Company to sell Company securities to third
parties,  with  the  proceeds  of  such  sale  being utilized for the Company to
repurchase  shares  of  common  stock  held by such principal stockholders. As a
result  of such transaction, our management, principal stockholders and Board of
Directors  may  change.

WE  HAVE  PREFERRED STOCK AUTHORIZED, WHICH PREFERRED STOCK MAY BE ISSUED BY OUR
BOARD  OF  DIRECTORS  WITHOUT  FURTHER  SHAREHOLDER  APPROVAL AND WHICH MAY HAVE
RIGHTS  AND  PREFERENCES  GREATER  THAN  OUR  COMMON  STOCK.

Our  Certificate  of  Incorporation  authorizes the issuance of up to 10,000,000
shares  of  preferred stock with designations, rights and preferences determined
from time to time by its Board of Directors. Accordingly, our Board of Directors
is  empowered,  without  stockholder  approval,  to  issue  preferred stock with
dividend, liquidation, conversion, voting, or other rights which could adversely
affect  the  voting power or other rights of the holders of the common stock. In
the  event  of  issuance,  the  preferred stock could be utilized, under certain
circumstances,  as  a method of discouraging, delaying or preventing a change in
control  of  the  Company.  Although  we  have no present intention to issue any
shares  of  its  authorized  preferred stock, there can be no assurance that the
Company  will  not  do  so  in  the  future.

OUR  SOLE  OFFICER  AND  DIRECTOR,  CAREY  BIRMINGHAM  HOLDS  A  MAJORITY OF OUR
OUTSTANDING  SHARES  OF  COMMON  STOCK.

Our  sole  officer  and  Director,  Carey  Birmingham currently owns or controls
approximately  88%  of  all  the  issued  and  outstanding  capital stock of the
Company.  Consequently,  he  controls  the operations of the Company and, acting
together,  will  have the ability to control substantially all matters submitted
to  stockholders  for  approval,  including:

     o    The adoption  of  measures  that  could  delay  or prevent a change in
          control  or  impede  a merger, takeover or other business combination.

     o    Any amendment of the Company's certificate of incorporation or bylaws;

<PAGE>

     o    The  removal  of  any  directors;  and

     o    The  election  of  the  board  of  directors;

Therefore,  Mr.  Birmingham  will have substantial influence over our management
and  affairs  and  other  stockholders  of the Company will possess no practical
ability  to  remove  our  current  management  or  effect  the operations of the
business  of the Company. Accordingly, this concentration of ownership by itself
may  have  the  effect  of  impeding  a merger, consolidation, takeover or other
business  consolidation.

ITEM 3.   CONTROLS AND PROCEDURES

     (a)  Evaluation  of  disclosure  controls   and   procedures.   Our   Chief
          Executive  Officer  and  Principal Financial Officer, after evaluating
          the  effectiveness  of  our  "disclosure  controls and procedures" (as
          defined  in  the  Securities  Exchange Act of 1934 Rules 13a-15(e) and
          15d-15(e))  as  of  the  end  of  the period covered by this Quarterly
          Report  on  Form 10-QSB (the "Evaluation Date"), has concluded that as
          of  the  Evaluation  Date, our disclosure controls and procedures were
          effective to provide reasonable  assurance  that  information  we  are
          required  to  disclose  in  reports  that  we file or submit under the
          Exchange  Act  is  recorded, processed, summarized and reported within
          the  time  periods specified in the Securities and Exchange Commission
          rules  and  forms,  and  that  such  information  is  accumulated  and
          communicated  to our management, including our Chief Executive Officer
          and Chief Financial Officer, as appropriate, to allow timely decisions
          regarding required disclosure.

          Previous  to  the  end  of  the  quarter  covered  by this report, our
          Chief Executive Officer and Principal Financial Officer had determined
          that  our  controls  were  not effective because we failed to allocate
          sufficient resources to our accounting of our results of operations to
          timely  file  our 2003, 2004 and 2005 annual and quarterly reports and
          2006  quarterly reports up to and including our June 30, 2006, 10-QSB.

          In  April  2006,  our  management  changed,  and  our  current  Chief
          Executive  Officer  and  Chief Financial Officer, Carey G. Birmingham,
          believes  that  moving  forward,  we  will  be able to timely file our
          periodic  reports  with  the  Commission,  as  our  current management
          intends  to  allocate sufficient resources to timely file our periodic
          and  current  reports  with  the  Commission.  Additionally,  as  Mr.
          Birmingham  has  significant experience with the reporting obligations
          of  publicly reporting companies, we believe that now that our reports
          are  current  with  the Commission, we will be able to timely file all
          required  reports  on  an  ongoing  basis.

     (b)  Changes  in  internal  control  over  financial  reporting. There were
          no  significant  changes  in  our  internal  control  over  financial
          reporting  during  our  most  recent  fiscal  quarter  that materially
          affected, or were reasonably likely to materially affect, our internal
          control  over  financial  reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The  Company is not aware of any pending legal proceeding to which it is a party
which  is  material  to  its  business  operations.

<PAGE>

ITEM 2.  CHANGES IN 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

3.1  (1) Certificate of Incorporation of Registrant

3.2  (1) By-laws of Registrant

3.3  (2) Certificate of Amendment to Certificate of Incorporation

3.4  (6) Certificate of Renewal and Revival of Charter

10.1 (3) Stock Exchange Agreement dated September 20, 1999 among certain
         shareholders of International Test Systems, Inc., a Texas
         corporation and International Test Systems, Inc., a Delaware
         corporation.

10.2 (4) Asset Purchase Agreement between International Test Systems,
         Inc. and Pensar Technologies, LLC

10.3 (6) Stock Purchase Agreement by and between BFP Texas, Ltd. and Promota
         International,  Inc.

10.4 (6) Promissory  Note  with  Carey  G.  Birmingham

10.5 (6) Master  Revolving  Line  of  Credit  with  Carey  G. Birmingham

10.6 (6) Master  Revolving  Line  of  Credit  with  BFP  Texas,  Ltd.

16.1 (5) Letter from Thomas Monahan, Certified Public Accountant

<PAGE>

31*  Chief Executive  Officer and Chief Financial Officer Certification pursuant
     to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002

32*  Chief Executive  Officer and Chief Financial Officer Certification pursuant
     to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

*  Attached  hereto.

(1)  Filed as  an  exhibit  to our registration statement filed on September 30,
     1999,  and  incorporated  by  reference  herein.

(2)  Filed as an exhibit to our registration statement filed on January 2, 2003,
     and  incorporated  by  reference  herein.

(3)  Filed as  an  exhibit to our registration statement filed on July 26, 2000,
     and  incorporated  by  reference  herein.

(4)  Filed as  an  exhibit  to our registration statement filed on July 1, 2002,
     and  incorporated  by  reference  herein.

(5)  Filed as  an  exhibit to our registration statement filed on July 28, 2003,
     and  incorporated  by  reference  herein.

(6)  Filed as  exhibits  to  our  Report  on  Form  10-KSB  for the period ended
     December  31,  2003,  which was filed with the Commission on August 2, 2006
     and  incorporated  by  reference  herein.


(b)  REPORTS  ON  FORM  8-K

We  filed  no  reports  on  Form  8-K  during the period covered by this report.



                                   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.

                                           INTERNATIONAL TEST SYSTEMS, INC.

DATED: November 20, 2006               By: /s/ Carey G. Birmingham
                                              ------------------------
                                              Carey G. Birmingham
                                              Chief Executive Officer

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