UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For
      the quarterly period ended March 31,
2008





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





For the
transition period from ____________ to ______________





Commission
file number: 333-88179





UNITED RESTAURANT
MANAGEMENT, INC.


(Exact
name of registrant as specified in its charter)





INTERNATIONAL TEST SYSTEMS,
INC.


(Former
Name of Registrant)





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





899 South Artistic Circle,
Springville, UT, 84663


(Address of Principal
Executive Offices)





20022 Creek Farm, San
Antonio, TX 78259


(Former
address of principal executive offices)





(801)
489-4802


(Registrant's
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes  x    No   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated
filer   ̈                                                    Accelerated
filer    ̈


Non-accelerated filer   ̈                                                      Smaller
reporting company  x





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


Yes   xNo    ̈





The
number of shares outstanding of each of the issuer’s classes of equity as of
April 24, 2008 is 21,774,280 shares of common stock, par value $0.001, and no
shares of preferred stock, par value $0.001.





















PART
I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL
STATEMENTS


UNITED
RESTAURANT MANAGEMENT, INC.
 CONSOLIDATED
BALANCE SHEETS
 (Unaudited)
  March
      31,
              
              December
      31,2008
              
              2007ASSETS
              $                            
      -
              
              $                            
      -LIABILITIESCurrent
      LiabilitiesAccrued
      expenses
              $
              16,032
              
              $
              12,362Line
      of credit from officer
              
              84,403
              
              
              76,493Total
      Current Liabilities
              
              100,435
              
              
              88,855STOCKHOLDERS’
      DEFICITPreferred
      stock, $.001 par, 10,000,000 sharesauthorized,
      none issued and outstanding
              
              -
              
              
              -Common
      stock, $.001 par, 100,000,000 sharesauthorized,
      1,774,280 shares outstanding
              
              1,774
              
              
              1,774Additional
      paid in capital
              
              2,025,726
              
              
              2,025,726Accumulated
      deficit
              
              (2,127,935
              )
              
              (2,116,355
              )Total
      Stockholders’ Deficit
              
              (100,435
              )
              
              (88,855
              )Total
      Liabilities andStockholders’
      Deficit
              $
              -
              
              
              -


See
accompanying notes to unaudited consolidated financial
statements.












F-1






UNITED
RESTAURANT MANAGEMENT, INC.


CONSOLIDATED
STATEMENTS OF EXPENSES


Three
Months Ended March 31, 2008 and 2007


(Unaudited)





Three
      MonthsEnded
      March 31,2008
              
              
              2007General
      & administrative
              
              $
              10,103
              
              
              $
              7,761Interest
      expense
              
              
              1,477
              
              
              
              991Net
      loss
              
              $
              (11,580
              )
              
              $
              (8,662
              )Basic
      and diluted net lossper
      common share
              
              $
              (0.01
              )
              
              $
              (0.00
              )Weighted
      average commonshares
      outstanding
              
              
              1,774,280
              
              
              
              1,774,280


See
accompanying notes to unaudited consolidated financial statements.










F-2








UNITED
RESTAURANT MANAGEMENT, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the Three Months Ended March 31, 2008 and 2007


(Unaudited)





2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (11,580
              )
              
              
              (8,662
              )Adjustments
      to reconcile net lossto
      cash used in operating activities:Changes
      in:Accounts
      payable
              
              
              3,670
              
              
              
              (2,449
              )NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (7,910
              )
              
              
              (11,111
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from notes payable to related parties
              
              
              7,910
              
              
              
              11,111NET
      CASH USED IN FINANCING ACTIVITIES
              
              
              -
              
              
              
              -NET
      CHANGE IN CASH
              
              
              -
              
              
              
              -CASH
      AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              -
              
              
              
              -


See
accompanying notes to unaudited consolidated financial statements.












F-3










UNITED
RESTAURANT MANAGEMENT, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of United Restaurant
Management , Inc., a Delaware corporation (“URM”), 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 (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in URM’s 2007 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 most recent fiscal year 2007 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 for $50,000,
which bears interest at 8% per annum.  In 2007, the line was increased
to $95,000 and extended to December 31, 2008.  As of March 31, 2008,
$84,403 had been loaned under the line of credit and $10,597 was available for
us to borrow.  As of March 31, 2008, all monthly interest payments
remain unpaid by us and have been accrued.





NOTE
3- GOING CONCERN





As shown
in the accompanying financial statements, URM has incurred recurring net
losses.  These conditions raise substantial doubt as to URM’s ability
to continue as a going concern.  Management is trying to raise
additional capital through sales of URM common stock as well as seeking
financing from third parties.  The financial statements do not include
any adjustments that might be necessary if URM is unable to continue as a going
concern.





NOTE
4- SUBSEQUENT EVENT





In April
2008, Carey G. Birmingham, our sole officer and Director, entered into an
agreement with Steven L. White (the “April 2008 Agreement”), whereby the Company
sold 20,000,000 shares of common stock to Mr. White for $20,000 and other
consideration.  As of the closing of the April 2008 Agreement, on
April 22, 2008, Mr. White beneficially owned 91.9% of the outstanding shares of
common stock of the Company.





Carey
Birmingham resigned as an officer and director of United Restaurant Management,
Inc., effective immediately upon acceptance of the appointment of Steve L. White
as a director following the closing of the Agreement dated April 4,
2008.  In addition, Mr. Birmingham forgave
all debts owed to him including the Line of Credit from officer totaling
$84,403, cancelled the remaining 30,000 warrants he held to purchase shares of
the Company’s stock and agreed to release the Company from any and all claims he
may have against the Company.












F-4









ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS





CERTAIN
STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), 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
UNITED RESTAURANT MANAGEMENT, INC. ("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-Q, UNLESS ANOTHER DATE IS STATED, ARE TO MARCH 31, 2008.





BUSINESS
HISTORY





United
Restaurant Management, Inc. was originally incorporated as a Texas corporation
in September 1996, as International Test Systems, Inc. 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, the Company entered into an asset purchase agreement with Pensar
whereby we acquired all of the assets and certain of the liabilities of Pensar.
Both the Company and Pensar were entities under partial common control and the
financial statements of the Company and Pensar are presented separately up to
the date that the Company and Pensar entered into an asset purchase agreement in
May 2002.  In September 2007, the Company filed a Certificate of
Amendment to its Certificate of Incorporation to affect a name change to United
Restaurant Management, Inc. and to affect a 1:25 reverse stock split of our
issued an outstanding common stock (the “Reverse Split”).  The affects
of the Reverse Split are retroactively affected throughout this 10-Q, unless
otherwise noted.





In April
2008, Carey G. Birmingham, our sole officer and Director, entered into an
agreement with Steven L. White (the “April 2008 Agreement”), whereby the Company
sold 20,000,000 shares of common stock to Mr. White for $20,000 and other
consideration, described in greater detail below.  As of the closing
of the April 2008 Agreement, on April 22, 2008, Mr. White beneficially owned
91.9% of the outstanding shares of common stock of the Company.  Also
pursuant to the April 2008 Agreement, Mr. Birmingham stepped down as officer and
Director of the Company and Mr. White accepted appointment as the sole officer
and Director of the Company.





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.


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











-2-









On April
4, 2008, Carey Birmingham entered into an agreement with Steven L. White (the
“April 2008 Agreement”), which agreement closed April 22,
2008.  Pursuant to the April 2008 Agreement, Mr. Birmingham agreed to
instruct the Company to accept $20,000 in consideration for the sale of
20,000,000 newly issued shares of common stock to Mr. White. Additionally, Mr.
Birmingham agreed to step down as officer and Director of the Company and Mr.
White accepted appointment as the sole officer and Director of the
Company.  Also pursuant to the agreement, Mr. White agreed to provide
Mr. Birmingham referrals of persons to whom Mr. Birmingham could sell 800,000
shares of common stock which he holds for consideration of $50,000, which amount
has been paid to date (the “Initial Shares”), and Mr. Birmingham agreed to
unconditionally sell an additional 800,000 shares (the “Remaining Shares”) under
the following conditions:





a.
            An
      aggregate of 400,000 shares for consideration of $100,000 not later than
      ten (10) business days following the date upon which the common stock of
      the Company is approved for quotation on the OTC Bulletin Board, provided
      that Mr. Birmingham agrees to sell such shares at an earlier date if Mr.
      White provides referrals to him for such sales;
  and





b.
            An
      aggregate of 400,000 shares for consideration of $100,000 consideration
      not later than ten (10) business days following the date upon which the
      Company closes a reverse acquisition with an operating entity, but in no
      event later than one year from the date of obtaining a trading symbol of
      the Company, provided that Mr. Birmingham agrees to sell such shares at an
      earlier date if Mr. White provides referrals to him for such
      sales.





Pursuant
to the April 2008 Agreement, if the Remaining Shares are not purchased as
provided above, the following shall occur:





a.
            The
      Initial Shares shall be returned to Mr. Birmingham (they will be held in
      escrow pending the sale of the Remaining
  Shares);





b.
            Mr.
      Birmingham shall retain the $50,000 received for those shares as
      liquidated damages; and





c.
            Mr.
      White shall cancel the 20,000,000 shares issued to him (which are
      additionally being held in escrow pending the sale of the Remaining
      Shares), resign as officer and Director of the Company and reappoint Mr.
      Birmingham as officer and Director.





Also
pursuant to the April 2008 Agreement, Mr. Birmingham released and forgave all
debts owed by the Company to Mr. Birmingham and paid all outstanding debts of
the Company owed to third parties.  Mr. Birmingham also negotiated a
rescission of the MVI Stock Purchase.  Further, pursuant to the April
2008 Agreement, Mr. Birmingham cancelled the remaining 30,000 warrants he held
to purchase shares of the Company’s stock and agreed to release the Company from
any and all claims he may have against the Company.








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 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 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.











-3-










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 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.





The
analysis of new business opportunities has and will be undertaken by or under
the supervision of Steven L. White, our sole officer and Director. As of the
date of this filing, we have not entered into any definitive agreement with any
party, we have however had specific discussions with various parties regarding
potential business combination candidates and business opportunities for us;
however, as stated above, we have not entered into any definitive agreements
regarding such discussions to date, other than the Stock Purchase Agreement that
our former Chief Executive Officer, Carey Birmingham entered into with MVI,
which was subsequently rescinded, as described above. 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;(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.











-4-










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.





We
presently have no employees apart from our sole officer and Director, Steven L.
White. Mr. White 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
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.





RESEARCH
AND DEVELOPMENT





We did
not spend any funds on research and development during fiscal 2007 or 2008 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.




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.









-5-








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 (12) months and beyond will be paid with our
current cash on hand and through funds loaned to us by Mr. White, which may not
be available on favorable terms, if at all.





During
the next twelve (12) 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 loaned to us by Mr. White, of which there can be no assurance, 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
current officer and Director, Steven L. White, has not had any preliminary
contact or discussions with representatives of other entities regarding a
business combination with us, nor has he entered into any definitive agreements
or understandings to date. 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
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.










-6-







COMPARISON
OF OPERATING RESULTS





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2007





We had no
revenue for the three months ended March 31, 2008 or the three months ended
March 31, 2007, and have not had any revenues or operations since approximately
October 2003.





We had
total general and administrative expenses for the three months ended March 31,
2008 of $10,103, compared to total general and administrative expenses for the
three months ended March 31, 2007 of $7,761, an increase of $2,342 or 30.2% from
the prior period. Our general and administrative expenses were higher during the
three months ended March 31, 2008, compared to the three months ended March 31,
2007, due to increased expenses associated with MVI Stock Purchase Agreement,
which has since been cancelled as well as increased expenses associated with the
preparation of and filing fees associated with our public filings.





We had
interest expense of $1,477 for the three months ended March 31, 2008, compared
to interest expense of $991 for the three months ended March 31, 2007, an
increase in interest expense of $486 or 49.0% from the prior
period.  The increase in interest expense for the three months ended
March 31, 2008, compared to the three months ended March 31, 2007 was in
connection with interest on our Line of Credit with our former Chief Executive
Officer, Carey G. Birmingham, as described below under "Liquidity and Capital
Resources," which had an outstanding balance of only $53,211 as of March 31,
2007, compared with an outstanding balance of $84,403 as of March 31, 2008, and
had therefore accrued a smaller amount of interest during the three month period
ended March 31, 2007, compared with the three month period ended March 31,
2008.  As of this date of this filing, Mr. Birmingham has forgiven the
entire balance on the Line of Credit, pursuant to the April 2008
Agreement.





We had a
net loss of $11,580 for the three months ended March 31, 2008 compared to a net
loss of $8,662 for the three months ended March 31, 2007, an increase in net
loss of $2,918 or 33.7% from the prior period. Our net loss increased for the
current year compared to the prior year due to the $2,342 or 30.2% decrease in
general and administrative expenses discussed above.





LIQUIDITY
AND CAPITAL RESOURCES





We had
total assets of $0 as of March 31, 2008.





We had
total liabilities as of March 31, 2008 of $100,435 which consisted solely of
current liabilities including accrued expenses of $16,032 and line of credit
from officer of $84,403, relating to amounts loaned to us under our Line of
Credit (defined below) from our former Chief Executive Officer and Director,
Carey G. Birmingham.





We had
negative working capital of $100,435 and a total accumulated deficit of
$2,127,935 as of March 31, 2008.





We had
net cash used in operating activities for the three months ended March 31, 2008
of $7,910, which consisted entirely of $11,580 of net loss and $3,670 of
Accounts Payable.





We had
net cash provided by financing activities for the three months ended March 31,
2008 of $7,910, which was solely due to proceeds borrowed under our Line of
Credit.





In April
2006, our then 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
accrued interest at the rate of 8% per annum, until paid, which interest was due
and payable on the 15th of each month the Line of Credit was outstanding. The
Line of Credit was originally due and payable (along with any accrued and unpaid
interest) on December 31, 2006, but was subsequently extended to December 31,
2007 and increased from $50,000 to $75,000 by Mr. Birmingham. Further, on
November 1, 2007, Mr. Birmingham extended the maturity
date on the Line of Credit to December 31, 2008 and increased the amount the
Company could borrow on that Line of Credit to $95,000. As of March 31, 2008,
$84,403 had been loaned under the Line of Credit and $10,597 was available for
us to borrow and all monthly interest payments remained unpaid by us and had
been accrued.










-7-







In
connection with the April 2008 Agreement that Mr. Birmingham entered into with
Steven L. White, Mr. Birmingham has agreed to forgive all debts owed to him by
the Company, including the Line of Credit.  Mr. Birmingham has also
notified us that as of the closing of the April 2008 Agreement, he is no longer
willing to loan us money under the Line of Credit, and as a result, we will need
to raise alternate financing elsewhere, which may not be available on favorable
terms, if at all.




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 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 have any commitments from any shareholders or our officer and
Director, Steven White, to supplement our operations or provide us with
financing in the future.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our unaudited financial statements, 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.




Recently issued accounting
pronouncements. The Company does not expect the adoption of any recently
issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flows.








ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to
provide the information required by this Item as it is a “smaller reporting
company,” as defined by Rule 229.10(f)(1).





ITEM 4T. 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-Q (the "Evaluation Date"), has concluded that as of
the Evaluation Date, our disclosure controls and procedures were not 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 due to a material weakness.  The material weakness
relates to the
monitoring and review of work performed by our Chief Executive Officer, who also
acts as our Chief Financial Officer in the preparation of financial statements,
footnotes and financial data provided to the Company’s registered public
accounting firm in connection with their work. All of our financial reporting is
carried out by our CEO/CFO, and we do not have an audit committee. This lack of
accounting staff results in a lack of segregation of duties and accounting
technical expertise necessary for an effective system of internal
control.




(b)           Changes
in internal control over financial reporting. There were no 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.











-8-








PART II - OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





ITEM 1A. 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 SINCE OCTOBER 2003.





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.





SHAREHOLDERS
WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE NOT ELIGIBLE TO SELL OUR
SECURITIES PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “BLANK CHECK” COMPANY
AND A “SHELL COMPANY”





We are
characterized as both a “blank check” company and a “shell company.” The term
"blank check company" is defined as a company that is a development stage
company that has no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person; and is issuing "penny stock,"
as defined in Rule 3a51-1 under the Securities Exchange Act of
1934.  Because we are a “blank check” company, Rule 144 is not
available to our shareholders and we are required to comply with additional SEC
rules regarding any offerings we may undertake.





Additionally,
pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a
“shell company” is defined as a company that has no or nominal operations; and,
either no or nominal assets; assets consisting solely of cash and cash
equivalents; or assets consisting of any amount of cash and cash equivalents and
nominal other assets.  As such, we are a “shell company” pursuant to
Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able
to be made until 1) we have ceased to be a “shell company; 2) we are subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have
filed all of our required periodic reports for a period of one year; and a
period of at least twelve months has elapsed from the date “Form 10 information”
has been filed with the Commission reflecting the Company’s status as a
non-“shell company.”  Because none of our securities can be sold
pursuant to Rule 144, until at least a year after we cease to be a “shell
company” (as described in greater detail above), any securities we issue to
consultants, employees, in consideration for services rendered or for any other
purpose will have no liquidity until and unless such securities are registered
with the Commission and/or until a year after we cease to be a “shell company”
and have complied with the other requirements of Rule 144, as described
above.





As a
result of us being a “blank check” company and a “shell company”  it
will be harder for us to fund our operations and pay our consultants with our
securities instead of cash.  Additionally, as we may not ever cease to
be a “blank check company” or a “shell company,” investors who hold our
securities may be forced to hold such securities indefinitely.










-9-








OUR
SOLE OFFICER AND DIRECTOR IS CURRENTLY ENGAGED IN A BUSINESS VENTURE THAT
COMPETES DIRECTLY WITH THE COMPANY.





Our sole
officer and Director, Steven L. White is engaged in a business venture that
competes directly with the Company. Since August 2006, Mr. White has been and
continues as the sole officer and director of Liberty Alliance, Inc., a shell
company which filed a registration statement on Form 10-SB on August 1, 2007.
Since Mr. White’s position with Liberty Alliance is the same as that with the
Company, and since Liberty Alliance’s business plan is the same as that of the
Company, Mr. White has the sole discretion to direct a business opportunity to
either Liberty Alliance or the Company. As such, Mr. White may have a conflict
of interest in choosing which entity (Liberty Alliance or the Company) will
benefit, if a benefit is derived, from a company that he finds as a potential
target company. Mr. White may also engage affiliates and associates, which
represent individuals with whom he has had or may continue to have a business
relationship. These affiliates or associates of Mr. White may have business
interests that are adverse to the Company’s interests. As such, Mr. White, as
the Company’s sole officer and director, may have a conflict of interest when
selecting a business opportunity presented to him by an affiliate or associate
of his.





THERE
MAY BE ADDITIONAL 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, in
addition to the conflict discussed above under “Our sole officer and Director is
currently engaged in a business venture that competes directly with the
Company,” 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 currently 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.











-10-










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. Steven L. White is currently our
controlling shareholder and as such currently has complete control and
discretion with regard to our business and affairs.  As such, Mr.
White will have complete discretion over whether or not we will enter into a
business combination in the future. 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.





While
seeking a business combination, management anticipates devoting only a limited
amount of time per month to our business. We have not obtained key man life
insurance on our officer/director. Our sole officer and Director, Steven L.
White, holds his position contingently, and in the event that Mr. White, is
unable to comply with certain terms and conditions of the April 2008 Agreement,
discussed above, he is obligated to resign and reappoint our former officer and
Director, Carey Birmingham, as sole officer and Director of the
Company.  Thus, there is a degree of uncertainty as to the future
identity of management of the Company.  Currently, Mr. White has
complete control over whether we enter into a merger or acquisition in the
future.  As a result, shareholders should keep in mind that they will
have little to no control over what merger or acquisition, if any, we may enter
into in the future.





IF
THE TERMS OF THE APRIL 2008 AGREEMENT ARE NOT COMPLIED WITH, OUR SOLE OFFICER
AND DIRECTOR WILL CHANGE.





Pursuant
to the terms of the April 2008 Agreement (described above), in the event the
Remaining Shares held by Mr. Birmingham are not sold and/or the other terms of
the April 2008 Agreement are not complied with, Mr. White, our current sole
officer and Director has agreed to resign and re-appoint Carey Birmingham, our
former officer and Director.  As a result, Steven L. White, our
current officer holds his position contingently, and as a result, our current
sole officer and Director may not be the one making the ultimate decision
regarding the acceptance by us of the terms and conditions of any proposed
merger or acquisition and there is a degree of uncertainty as to the future
identity of management of the Company.  Currently, Mr. White has
complete control over whether we enter into a merger or acquisition in the
future.  If he is forced to resign, Mr. Birmingham will once again
have complete control over whether we enter into a merger or acquisition in the
future.  As a result, shareholders should keep in mind that they will
have little to no control over what merger or acquisition, if any, we may enter
into in the future.











-11-









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 an
accumulated deficit of $2,127,935 as of March 31, 2008 and a working capital
deficit of $100,435 as of March 31, 2008. 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.





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.










-12-










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.





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 five (5) years. We
have had no operations for approximately the past five (5) years. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.











-13-








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




Our
Certificate of Incorporation, as amended, authorizes the issuance of a maximum
of 100,000,000 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, if at all. 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.





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.










-14-









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, as amended, 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.








IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.





We
anticipate incurring significant legal, accounting and other expenses in
connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. In
particular, we are required to perform system and process evaluation and testing
of our internal controls over financial reporting to allow management to report
on the effectiveness of our internal controls over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act at the end of each fiscal
year.  Additionally, for our 2009 fiscal year, Section 404 will
require us to obtain a report from our independent registered public accounting
firm attesting to the assessment made by management.  Our testing, or
the subsequent testing by our independent registered public accounting firm, may
reveal deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses. Our compliance with Section 404 will require
that we incur substantial accounting expense and expend significant management
efforts. We currently do not have an internal audit group, and we will need to
hire additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge. Moreover, if we are not able to
comply with the requirements of Section 404 in a timely manner, or if we or our
independent registered public accounting firm identifies deficiencies in our
internal controls over financial reporting that are deemed to be material
weaknesses, the market price of our stock could decline, and we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.





OUR
SOLE OFFICER AND DIRECTOR, STEVEN L. WHITE HOLDS A MAJORITY OF OUR OUTSTANDING
SHARES OF COMMON STOCK.





Our sole
officer and Director, Steven L. White currently owns or controls approximately
91.9% of all the issued and outstanding capital stock of the Company.
Consequently,  Mr. White controls the operations of the Company and
has the ability to control substantially all matters submitted to stockholders
for approval, including:





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





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





·
            The
      removal of any directors; and





·
            The
      election of the board of directors;











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Therefore,
Mr. White 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 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS





On April
22, 2008, the Company sold 20,000,000 shares of common stock to Steven L. White
in consideration for $20,000. The shares were sold without registration under
the Securities Act of 1933, as amended, pursuant to an exemption from
registration afforded by Section 4(2) thereof, and Rule 506 of Regulation D
promulgated thereunder, as a transaction by an issuer not involving any public
offering. Mr. White was not an accredited investor at the time of the
transaction. The information required pursuant to Rule 502(b)(2)(ii) of
Regulation D was provided to Mr. White at a reasonable time prior to the sale.
Mr. White was also advised of the limitations on resale of the shares as
provided in Rule 502(c) of Regulation D. He delivered appropriate investment
representations with respect to the shares and consented to the imposition of a
restrictive legend upon the stock certificate representing the shares. He
represented that he had not entered into the transaction with the Company as a
result of or subsequent to any advertisement, article, notice, or other
communication published in any newspaper, magazine, or similar media or
broadcast on television or radio, or presented at any seminar or meeting. He
represented that he had been afforded the opportunity to ask questions of the
Company’s management and to receive answers concerning the terms and conditions
of the stock sale. No underwriting discounts or commissions were paid in
connection with the transaction.





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





(a)
EXHIBITS





3.1
      (1)
            Certificate
      of Incorporation of Registrant3.2
      (1)
            By-laws
      of Registrant3.3
      (2)
            Certificate
      of Amendment to Certificate of Incorporation3.4
      (5)
            Certificate
      of Renewal and Revival of Charter3.5
      (6)
            Certificate
      of Amendment to Certificate of Incorporation (09/25/07)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








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10.3
      (5)
            Stock
      Purchase Agreement by and between BFP Texas, Ltd. and Promota
      International, Inc.10.4
      (5)
            Promissory
      Note with Carey G. Birmingham10.5
      (5)
            Master
      Revolving Line of Credit with Carey G. Birmingham10.6
      (5)
            Master
      Revolving Line of Credit with BFP Texas, Ltd.10.7
      (6)
            Stock
      Purchase Agreement by and between Carey Birmingham and Mastodon Ventures,
      Inc.10.8(7)
            Increased
      Master Revolving Credit Note with Carey G. Birmingham10.9*
            Agreement
      dated April 4, 2008 by and between Carey G. Birmingham and Steven L.
      White31*
            Chief
      Executive Officer and Chief Financial Officer Certification pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232*
            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 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.





(6) Filed
as exhibits to our Report on Form 8-K filed with the Commission on October 11,
2007, and incorporated herein by reference.





(7) Filed
as exhibits to our Report on Form 10-KSB for the period ended December 31, 2007,
which was filed with the Commission on March 26, 2008 and incorporated by
reference herein.














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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.





UNITED
      RESTAURANT MANAGEMENT, INC.DATED:
      May 15, 2008
            By:/s/
      Steven L. WhiteSteven
      L. WhiteChief
      Executive Officer

















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