**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 June 30,
                2007





[  
                ]
            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**
            
            **74-2958195**(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 [X] No
      [   ]





As
      of
      August 1, 2007, 44,357,000 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]














**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





INTERNATIONAL
      TEST SYSTEMS, INC.


CONSOLIDATED
      BALANCE SHEETS


(Unaudited)





June
                30,
            
            
            December
                31,2007
            
            
            2006ASSETS
            
            $
            -
            
            
            $
            -LIABILITIESCurrent
                LiabilitiesAccrued
                expenses
            
            $
            4,234
            
            
            $
            9,124Line
                of credit from officer
            
            
            63,460
            
            
            
            42,100Total
                Current Liabilities
            
            
            67,694
            
            
            
            51,224STOCKHOLDERS’
                DEFICITPreferred
                stock, $0.001 par, 10,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -
            
            
            
            -Common
                stock, $0.001 par, 50,000,000 sharesauthorized,
                44,357,000 shares outstanding
            
            
            44,357
            
            
            
            44,357Additional
                paid-in capital
            
            
            1,983,143
            
            
            
            1,983,142Accumulated
                deficit
            
            
            (2,095,194
            )
            
            
            (2,078,724
            )Total
                Stockholders’ Deficit
            
            
            (67,694
            )
            
            
            (51,224
            )Total
                Liabilities and Stockholders’ Deficit
            
            $
            -
            
            
            $
            -





2


INTERNATIONAL
      TEST SYSTEMS, INC.


CONSOLIDATED
      STATEMENTS OF OPERATIONS


Three
      and
      Six Months Ended June 30, 2007 and 2006


(Unaudited)





Three
                Months
            
            
            Six
                MonthsEnded
                June 30,
            
            
            Ended
                June 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Selling
                expensesGeneral
                and administrative
            
            
            5,689
            
            
            
            26,380
            
            
            
            13,360
            
            
            
            26,380Loss
                from operations
            
            
            (5,689
            )
            
            
            (26,380
            )
            
            
            (13,360
            )
            
            
            (26,380
            )Interest
                expense to officer
            
            
            (2,119
            )
            
            
            (156
            )
            
            
            (3,110
            )
            
            
            (156
            )Net
                loss
            
            $
            (7,808
            )
            
            $
            (26,536
            )
            
            $
            (16,470
            )
            
            $
            (26,536
            )Basic
                and diluted net lossper
                common share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
                average commonshares
                outstanding
            
            
            44,357,000
            
            
            
            22,357,000
            
            
            
            44,357,000
            
            
            
            22,357,000


3


INTERNATIONAL
      TEST SYSTEMS, INC.


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


For
      the
      Six Months Ended June 30, 2007 and 2006


(Unaudited)








2007
            
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (16,470
            )
            
            $
            (26,536
            )Adjustments
                to reconcile net lossto
                cash from operating activities:Share-based
                compensation
            
            
            -
            
            
            
            14,200Changes
                in:Accounts
                payable
            
            
            (4,890
            )
            
            
            156NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (21,360
            )
            
            
            (12,180
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from notes payable to related parties
            
            
            21,360
            
            
            
            12,180NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            21,360
            
            
            
            12,180NET
                CHANGE IN CASH
            
            
            -
            
            
            
            -CASH
                AT BEGINNING OF PERIOD
            
            
            -
            
            
            
            -CASH
                AT END OF PERIOD
            
            $
            -
            
            
            $
            -








4


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 (“SEC”), and should be
      read in conjunction with the audited financial statements and notes thereto
      contained in ITS’ 2006 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 2006 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.  On
      December 31, 2006, our Chief Executive Officer extended the maturity date
      on the line of credit to December 31, 2007 and increased the maximum amount
      the
      company could borrow on that line of credit to $75,000, while maintaining all
      other terms of the line.  As of June 30, 2007, $63,460 had been loaned
      under the line of credit and $11,540 was available for us to
      borrow.  As of June 30, 2007, all monthly interest payments
      remain unpaid by us and have been accrued.





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.


5


**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 JUNE
      30,
      2007.





**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.





**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.


6


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 below.





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





In
      April
      2006, Promota sold all 20,476,000 shares which it held, representing
      approximately 92% of our then 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 2006 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.


7


On
      December 31, 2006, the Board of Directors authorized the issuance of 22,000,000
      shares of our common stock to Carey G. Birmingham, our president and Chief
      Executive Officer in consideration for services rendered to the
      Company.





**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.





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 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.





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 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, 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. 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;


8





(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.





**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.


9





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, 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 of 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 2005, 2006, or
      2007 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.








10


**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 (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 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 had preliminary contact and
      discussions with representatives of other entities regarding a business
      combination with us, however, Mr. Birmingham has not 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.


11





**COMPARISON
      OF OPERATING RESULTS**





**THREE
      MONTHS ENDED JUNE 30, 2007, COMPARED TO THE THREE MONTHS ENDED JUNE 30,
      2006**





We
      had no
      revenue for the three months ended June 30, 2007 and 2006.





We
      had
      total general and administrative expenses for the three months ended June 30,
      2007 of $5,689, compared to total general and administrative expenses for the
      three months ended June 30, 2006 of $26,380, a decrease of $20,691 or 78.4%
      from
      the prior period. Our general and administrative expenses were higher during
      the
      three months ended June 30, 2006, compared to the three months ended June 30,
      2007, due to one time accounting and auditing fees, legal fees and filing fees
      in connection with the preparation of and filing of our quarterly and annual
      reports for the period from December 31, 2003 to June 30, 2006, which filings
      we
      were deficient in filing with the Commission and $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 three months ended June
      30,
      2006.





We
      had
      interest expense of $2,119 for the three months ended June 30, 2007, compared
      to
      interest expense of $156 for the three months ended June 30, 2006, an increase
      in interest expense of $1,963 from the prior period.  The increase the
      interest expense for the three months ended June 30, 2007, compared to the
      three
      months ended June 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,” which had only been outstanding for one month
      out of the three months ended June 30, 2006, and had an outstanding balance
      of
      only $12,180 as of June 30, 2006, and had therefore only accrued a small amount
      of interest during such three month period ended June 30, 2006, but had a much
      higher balance as of June 30, 2007, $63,460 and had been outstanding (and
      accruing interest) during the entire three months ended June 30, 2007, which
      caused the increase in interest expense for the current period compared to
      the
      prior period.





We
      had a
      net loss of $7,808 for the three months ended June 30, 2007 compared to a net
      loss of $26,536 for the three months ended June 30, 2006, a decrease in net
      loss
      of $18,728 or 70.6% from the prior period. Our net loss decreased for the
      current period compared to the prior period due to the fact that we had certain
      one-time expenses during the three months ended June 30, 2006, relating to
      the
      preparation, review and audit of our previous deficient quarterly and annual
      report filings, as well as the issuance of warrants to our Chief Executive
      Officer which were not present during the three months ended June 30,
      2007.





**SIX
      MONTHS ENDED JUNE 30, 2007, COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2006**





We
      had no
      revenue for the six months ended June 30, 2007 and 2006.





We
      had
      total general and administrative expenses for the six months ended June 30,
      2007
      of $13,360, compared to total general and administrative expenses for the six
      months ended June 30, 2006 of $26,380, a decrease of $13,020 or 49.4% from
      the
      prior period. Our general and administrative expenses were higher during the
      six
      months ended June 30, 2006, compared to the six months ended June 30, 2007,
      due
      to one time significant accounting and auditing fees, legal fees and filing
      fees
      in connection with the preparation of
      and
      filing of our quarterly and annual reports from the period from December 31,
      2003 to June 30, 2006, which filings we were deficient in filing with the
      Commission and $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 six months ended June 30, 2006.


12





We
      had
      interest expense of $3,110 for the six months ended June 30, 2007, compared
      to
      interest expense of $156 for the six months ended June 30, 2006, an increase
      in
      interest expense of $2,954 from the prior period.  The increase the
      interest expense for the six months ended June 30, 2007, compared to the six
      months ended June 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," which had only been outstanding for one
      month
      out of the three months ended June 30, 2006, and had an outstanding balance
      of
      only $12,180 as of June 30, 2006, and had therefore only accrued a small amount
      of interest during such six month period ended June 30, 2006, but had a much
      higher balance as of June 30, 2007, $63,460 and had been outstanding (and
      accruing interest) during the entire six months ended June 30, 2007, which
      caused the increase in interest expense for the current period compared to
      the
      prior period.





We
      had a
      net loss of $16,470 for the six months ended June 30, 2007 compared to a net
      loss of $26,536 for the six months ended June 30, 2006, a decrease in net loss
      of $10,066 or 37.9% from the prior period. Our net loss decreased for the
      current period compared to the prior period due to the fact that we had certain
      significant one-time expenses during the six months ended June 30, 2006,
      relating to the preparation, review and audit of our previous deficient
      quarterly and annual report filings, as well as the issuance of warrants to
      our
      Chief Executive Officer which were not present during the six months ended
      June
      30, 2007.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      total assets of $0 as of June 30, 2007.




We
      had
      total liabilities as of June 30, 2007 of $67,694 which consisted solely of
      current liabilities including accrued expenses of $4,234 and line of credit
      from
      officer of $63,460, 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 $67,694 and a total accumulated deficit of
      $2,095,194 as of June 30, 2007.





We
      had
      net cash used in operating activities for the six months ended June 30, 2007
      of
      $21,360, which included $16,470 of net loss and $4,890 of increase in accounts
      payable.





We
      had
      net cash used in financing activities for the six months ended June 30, 2007
      of
      $21,360, which was solely due to proceeds 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 them in connection making our
      reporting obligations current.





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. 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.
      As
      of July 31, 2007, $65,911 had been loaned under the Line of Credit
      and $9,089 was available for us to borrow. As of July 31, 2007, all monthly
      interest payments remain unpaid by us and have been
      accrued.


13




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 our officer and Director, other than the
      $75,000 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 six months
      ended
      June 30, 2007 and 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.








14


**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 THREE
      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.





**WE
      OWE A SIGNIFICANT AMOUNT OF MONEY UNDER OUR OUTSTANDING LINE OF CREDIT WITH
      OUR
      CHIEF EXECUTIVE OFFICER AND DIRECTOR, CAREY BIRMINGHAM, WHICH FUNDS WE DO NOT
      CURRENTLY HAVE.**





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. 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. As of July 31,
      2007, $65,911 had been loaned under the Line of Credit and $9,089 was available
      for us to borrow. As of July 31, 2007, all monthly interest payments remain
      unpaid by us and have been accrued.  We do not currently have
      sufficient cash on hand and/or assets to repay such Line of Credit, and because
      we have no business operations and have not generated any revenues for
      approximately the past three years, there can be no assurance that we will
      have
      sufficient cash to repay such Line of Credit when due, if at all.  If
      we do not have sufficient cash to repay the Line of Credit when due, Mr.
      Birmingham may cease filing reports with the Commission and/or dissolve the
      corporation, which would cause our securities to become worthless.





**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.


15





**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.





**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.


16


**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 $2,095,194 as of June 30, 2007 and a working capital
      deficit of $67,694 as of June 30, 2007. 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.


17





**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 (3) three years.
      We
      have had no operations for approximately the past (3) three years. We may not
      realize any revenues unless and until we successfully merge with or acquire
      an
      operating business.


18





**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, 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.


19


**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
      94.5% 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;





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.





(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.





20


**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.





**ITEM
      2. CHANGES IN SECURITIES**





None.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM
      5. OTHER INFORMATION**





None.






**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





**(a)
      EXHIBITS**





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 Charter10.1
                (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, LLC10.3
                (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.


21





31*
            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.





**(b)
      REPORTS ON FORM 8-K**





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














22


**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:
                August 2, 2007
            *By:**/s/ Carey G.
                Birmingham*Carey
                G. BirminghamChief
                Executive Officer


23