U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                 Amendment No. 1

(Mark One)

[X]      Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

                For the quarterly period ended February 29, 2008


[_]      Transition Report under Section 13 or 15(d) of the Exchange Act for the
         Transition Period from ________ to ___________

                         Commission File Number: 0-50333

                                  DEMATCO, INC.
                (Formerly known as ADVANCED MEDIA TRAINING, INC.)
                (Name of Registrant as Specified in Its Charter)

           Delaware                                             95-4810658
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                       17337 Ventura Boulevard, Suite 208
                            Encino, California 91316
                    Issuer's Telephone Number: (818) 759-1876
            (Address and phone number of principal executive offices)

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, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
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]
(Do not check if a smaller reporting company)

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

              CLASS                              OUTSTANDING AT APRIL 11, 2008
---------------------------------------      -----------------------------------
   Common Stock -- no par value                        163,103,524 shares


<PAGE>


                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB



PART I   FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----
Item 1.  Condensed Consolidated Financial Statements ......................... 3
         Balance Sheets
             February 29, 2008 (Unaudited) and May 31, 2007................... 4
         Statements of Operations
             For the Three- and Nine-Month Periods
             Ended February 29, 2008 and February 28, 2007 (Unaudited)........ 5
         Statements of Shareholders' Deficit
             For The Nine Months Ended
             February 29, 2008 (Unaudited).................................... 6
         Statements of Cash Flows
             For the Nine Months Ended
             February 29, 2008 and February 28, 2007 (Unaudited).............. 7
         Notes to Financial Statements........................................ 8

Item 2.  Management's Discussion and Analysis or Plan
         of Operation.........................................................11

Item 3.  Controls and Procedures..............................................16

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings....................................................17

Item 2.  Changes in Securities and Use of Proceeds............................17

Item 3.  Defaults upon Senior Securities......................................17

Item 4.  Submission of Matters to a Vote of Security Holders..................17

Item 5.  Other Information....................................................17

Item 6.  Exhibits.............................................................17

Signatures....................................................................18


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)



                                       3
<PAGE>


                          DEMATCO, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     February 29,
                                                         2008          May 31,
                                                     (Unaudited)        2007
                                                     -----------    -----------

                           ASSETS

Current Assets
    Cash .........................................   $     1,899    $     1,853
                                                     -----------    -----------

    Total Current Assets .........................         1,899          1,853
                                                     -----------    -----------

    Fixed Assets .................................          --             --
                                                     -----------    -----------

Total Assets .....................................   $     1,899    $     1,853
                                                     ===========    ===========


          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses ........   $    59,165    $    35,902
    Accrued interest due to shareholder ..........         4,306            784
    Due to related party .........................       149,000         59,000
    Due to related entity ........................          --           35,790
    Notes payable to shareholders ................       197,305         96,590
                                                     -----------    -----------
    Total Current Liabilities ....................       409,776        228,066
                                                     -----------    -----------
    Convertible note payable .....................       270,911        177,244
                                                     -----------    -----------
    Total Liabilities ............................       680,687        405,310
                                                     -----------    -----------

Stockholders' Deficit

    Common Stock, authorized 200,000,000
    shares, par value $0.001, issued
    and outstanding; 117,853,524 and
    116,753,524 shares, respectively .............       117,853        116,753

    Additional Paid-in Capital ...................       481,906         97,917

    Deficit accumulated during the
    development stage ............................    (1,277,285)      (618,113)

    Cumulative translation adjustment ............        (1,262)           (14)
                                                     -----------    -----------

    Total Stockholders' Deficit ..................      (678,788)      (403,457)
                                                     -----------    -----------

Total Liabilities and Stockholders' Deficit ......   $     1,899    $     1,853
                                                     ===========    ===========


         The accompanying notes are an integral part of these statements


                                       4
<PAGE>


<TABLE>
                          DEMATCO, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
               FEBRUARY 29, 2008 AND FEBRUARY 28, 2007 (UNAUDITED)

<CAPTION>
                                                                                                        NOVEMBER 1,
                                                                                                           2005
                                           THREE MONTHS                       NINE MONTHS              (INCEPTION)
                                  ------------------------------    ------------------------------     TO  FEBRUARY
                                       2008             2007             2008             2007           29, 2008
                                  -------------    -------------    -------------    -------------    -------------
<S>                               <C>              <C>              <C>              <C>              <C>
OPERATING EXPENSES:
General and administrative ....   $     179,032    $     147,637    $     561,184    $     367,629    $   1,133,007
Interest expense, related party           1,168            1,369            3,521            1,369            6,145
Interest expense ..............          35,728           20,291           93,667           20,291          137,333
                                  -------------    -------------    -------------    -------------    -------------

Total expenses ................         215,928          169,297          658,372          389,289        1,276,485
                                  -------------    -------------    -------------    -------------    -------------

LOSS BEFORE INCOME TAXES ......        (215,928)        (169,297)        (658,372)        (389,289)      (1,276,485)

Income tax ....................            --               --                800             --                800
                                  -------------    -------------    -------------    -------------    -------------

NET LOSS ......................   $    (215,928)   $    (169,297)   $    (659,172)   $    (389,289)   $  (1,277,285)
                                  =============    =============    =============    =============    =============

BASIC AND DILUTED LOSS PER
SHARE .........................   $       (0.00)   $       (0.00)   $       (0.01)   $       (0.01)
                                  =============    =============    =============    =============

WEIGHTED AVERAGE SHARES
OUTSTANDING ...................     117,019,458      105,396,635      116,841,845       50,712,650
                                  =============    =============    =============    =============
</TABLE>


See accompanying notes to financial statements.


                                       5
<PAGE>


<TABLE>
                          DEMATCO, INC. AND SUBSIDIARY
                          (A Development Stage Company)

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (Unaudited)
                   For the Nine Months Ended February 29, 2008

<CAPTION>
                                                                                              DEFICIT
                                                                                            ACCUMULATED
                                         COMMON STOCK                        CUMULATIVE     DURING THE
                                   -------------------------     PAID-IN     TRANSLATION    DEVELOPMENT       TOTAL
                                      SHARES        AMOUNT       CAPITAL      ADJUSTMENT       STAGE         DEFICIT
                                   -----------   -----------   -----------   -----------    -----------    -----------
<S>                                <C>           <C>           <C>           <C>            <C>            <C>
BALANCE, MAY 31, 2007 ..........   116,753,524   $   116,753   $    97,917   $       (14)   $  (618,113)   $  (403,457)

Common stock issued for cash ...     1,100,000         1,100        53,900          --             --           55,000

Contribution of services .......          --            --         300,000          --             --          300,000

Related party debt forgiveness..          --            --          30,089          --             --           30,089

Currency Translation ...........          --            --            --          (1,248)          --           (1,248)

Net Loss .......................          --            --            --            --         (659,172)      (659,172)
                                                                                                           -----------
   Net Comprehensive Loss ......          --            --            --            --             --         (660,420)
                                   -----------   -----------   -----------   -----------    -----------    -----------

BALANCE, FEBRUARY 29, 2008 .....   117,853,524   $   117,853   $   481,906   $    (1,262)   $(1,277,285)   $  (678,788)
                                   ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>


         The accompanying notes are an integral part of these statements


                                       6
<PAGE>


<TABLE>
                          DEMATCO, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<CAPTION>
                                                                                       November 1,
                                                                                         2005
                                                                                      (Inception)
                                                            Nine Months Ended:             to
                                                        February 29,  February 28,    February 29,
                                                            2008           2007           2008
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
Operating Activities
      Net Loss ......................................   $  (659,172)   $  (389,289)   $(1,277,285)

      Adjustments to reconcile Net (Loss) to Net Cash
         Used by Operations:
         Cumulative translation adjustment ..........        (1,248)          (718)        (1,262)
         Contributed services .......................       300,000        286,985        701,271
         Amortization of debt discount ..............        93,667         20,291        137,332
      Changes in Operating Assets and Liabilities
         Accounts payable and accrued expenses ......        23,262            925         59,339
         Due to related party .......................        90,000         20,000        149,000
         Due to related entity ......................        (5,700)          --           30,090
         Accrued interest due to shareholder ........         3,522          1,369          6,147
                                                        -----------    -----------    -----------

      Net Cash Used by Operating Activities .........      (155,669)       (60,437)      (195,368)
                                                        -----------    -----------    -----------

    Financing Activities
      Net repayments on line of credit ..............          --          (19,094)       (19,094)
      Net proceeds from notes payable, shareholders .       100,715         37,322        138,660
      Net proceeds from common stock ................        55,000           --           55,000
      Cash proceeds from Progressive ................          --           22,701         22,701
                                                        -----------    -----------    -----------

      Net Cash Provided by Financing Activities .....       155,715         40,929        197,267
                                                        -----------    -----------    -----------

  Net Increase (Decrease) in Cash ...................            46        (19,508)         1,899

  Cash, Beginning of Period .........................         1,853         22,349           --
                                                        -----------    -----------    -----------

  Cash, End of Period ...............................   $     1,899    $     2,841    $     1,899
                                                        ===========    ===========    ===========

  Supplemental Information:
      Interest Paid .................................   $      --      $      --      $      --
      Income Taxes Paid .............................   $      --      $      --      $      --
</TABLE>


         The accompanying notes are an integral part of these statements


                                       7
<PAGE>


                          DEMATCO, INC. AND SUBSIDIARY
                          (A Development Stage Company)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 29, 2008
                                   (Unaudited)

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS


Dematco, Inc. (formerly Advanced Media Training, Inc.; the "Company") is engaged
in the business of  dematerializing  or converting  financial  instruments  from
paper form to  electronic  form so as to enable  such  instruments  to be traded
electronically on exchanges or exchange platforms on a peer to peer basis.

Effective  December 11, 2006,  the Company  exercised  its option to acquire the
remaining  shares of Dematco,  Ltd. The  acquisition has been accounted for as a
recapitalization   and,   accordingly,   these  financial  statements  represent
historical  operations of Dematco,  Ltd. and the capital structure of the former
Advanced Media Training,  Inc. The business of Advanced Media Training, Inc. was
transferred to Progressive Training, Inc., a wholly-owned subsidiary until March
1, 2007.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial statements include the accounts of Dematco, Inc. and
its  wholly-owned  subsidiary,  Dematco,  Ltd.  Dematco Ltd. is a United Kingdom
registered private company based in Geneva.

All material inter-company accounts and transactions have been eliminated.

NOTE 2.  PRESENTATION

GOING CONCERN & MANAGEMENT'S PLANS

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the liquidation of liabilities in the normal course of
business.  The Company is in its development  stage and has no source of revenue
from operations.  This raises  substantial  doubt about the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and  classification of liabilities that might result from
this uncertainty.

The Company has survived  through  borrowings from  shareholders and through the
sale of company  stock.  The Company must raise funds or continue  borrowings in
the near future to  survive.  There is no  assurance  that  management  can find
investors or continue borrowings to cover the losses generated.

Management  feels that the Company is well  positioned to take  advantage of the
recent move within the securities  industry towards  eliminating  physical stock
certificates as proof of security ownership. The Company recently entered into a
joint venture with Societe  Bancaire Privee (SBP), a Geneva,  Switzerland  based
federal  bank,  to process  all manner of  securities  into  electronic  format.
Management  expects that this  relationship  will generate revenue during fiscal
year 2008.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make


                                       8
<PAGE>


estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain  amounts in the financial  statements for the  comparative  prior fiscal
periods have been reclassified to be consistent with the current fiscal period's
presentation.

PREPARATION OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

These interim condensed  consolidated financial statements for the periods ended
February  29, 2008 and  February  28, 2007 have been  prepared by the  Company's
management,  without audit, in accordance with accounting  principles  generally
accepted  in the  United  States  of  America  and  pursuant  to the  rules  and
regulations of the United States Securities and Exchange  Commission ("SEC"). In
the  opinion of  management,  these  interim  condensed  consolidated  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments,  unless  otherwise noted) necessary to present fairly the Company's
financial position,  results of operations and cash flows for the fiscal periods
presented.  Certain information and note disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted in these
interim  financial  statements  pursuant  to the SEC's  rules  and  regulations,
although the Company's  management believes that the disclosures are adequate to
make the information presented not misleading.  The financial position,  results
of operations and cash flows for the interim  periods  disclosed  herein are not
necessarily  indicative of future  financial  results.  These interim  condensed
consolidated  financial statements should be read in conjunction with the annual
financial statements and the notes thereto included in the Company's most recent
Annual  Report on Form  10-KSB (as  amended)  for the fiscal  year ended May 31,
2007.

NET LOSS PER SHARE

Basic and diluted net loss per share has been  computed by dividing  net loss by
the weighted average number of common shares  outstanding  during the applicable
fiscal periods.  At February 29, 2008, the Company had outstanding  debt that is
convertible  into 2,500,000  shares of the Company's  common stock.  Potentially
dilutive  shares are excluded from the  computation  in loss  periods,  as their
effect would be anti-dilutive.

RECENTLY ISSUED ACCOUNTING STANDARDS

There  are  no  accounting  standards  with  pending  adoptions  that  have  any
applicability to the Company.

NOTE 3. NOTES PAYABLE TO SHAREHOLDERS

The Company had an agreement with its former President, to borrow up to $600,000
with interest at 8.0%.  Repayment shall be made when funds are available and the
balances of principal and accrued interest were due June 30, 2007. The principal
balance was $58,645 at February 29, 2008.

The Company has a loan  agreement  with a director that is due upon demand.  The
principal balance was $138,660 at February 29, 2008 and is non-interest bearing.

NOTE 4.  CONVERTIBLE NOTE PAYABLE

The Company  issued a zero percent  convertible  debenture  to Societe  Bancaire
Privee, S.A.,  ("Societe"),  and received $500,000 on February 28, 2006. Societe
is related to Dematco  through a business  venture.  The  convertible  debenture
calls for the  principal  sum to be paid on or before  March  31,  2009  without
interest.  At any time  prior to the  maturity  date and after  March 31,  2006,
Societe  shall  have the right and option to convert  the  principal  balance of
$500,000 into 833,000 shares of the Company's common stock, in whole or part.


                                       9
<PAGE>


The Company has valued the convertible  note payable  (imputing an interest rate
of 20%) and the related  beneficial  conversion  option to convert the principal
balance into shares using the "Relative Fair Value" approach.  Accordingly,  the
Company  recognized a $412,606 debt discount on the $500,000  principal value of
the  convertible  note payable and is amortizing the debt discount over the life
of the note, 38 months.

During  February  2008, the Company  reduced the conversion  price from $0.60 to
0.20 and therefore  increased the number of shares  issuable upon  conversion to
2,500,000. See Note 7.

NOTE 5.  COMMON STOCK

During the nine months ended February 29, 2008, the Company received $55,000 and
issued  1,100,000  shares of its common  stock at $0.05 per share to one private
party.

NOTE 6.  RELATED PARTY TRANSACTIONS

During the  quarter  ended  February  29,  2008,  the Company  agreed  issue the
remaining  shares of Progressive  Training,  Inc. held by it (750,000 shares) to
its existing  shareholders  in exchange  for  Progressive's  forgiveness  of the
balance due from the Company  amounting to $30,089.  The forgiveness of debt has
been reflected in the financial  statements as an increase in additional paid in
capital.

NOTE 7. SUBSEQUENT EVENT

During March 2008, the Company  reduced the conversion  price of the convertible
note  payable from $0.20 to $0.02 and  $200,000 of the note was  converted  into
10.0 million shares of the Company's Common Stock.


                                       10
<PAGE>


DEMATCO, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         You should read this section together with our financial statements and
related  notes  thereto  included  elsewhere in this report.  In addition to the
historical  information  contained herein, this report contains  forward-looking
statements  that  are  subject  to  risks  and  uncertainties.   Forward-looking
statements  are not  based  on  historical  information  but  relate  to  future
operations, strategies, financial results or other developments. Forward-looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
Certain  statements  contained in this Form 10, including,  without  limitation,
statements containing the words "believe,"  "anticipate,"  "estimate," "expect,"
"are  of  the   opinion   that"  and  words  of   similar   import,   constitute
"forward-looking  statements."  You should not place any undue reliance on these
forward-looking statements.

         You should be aware that our results from operations  could  materially
be effected by a number of factors,  which  include,  but are not limited to the
following:  economic  and business  conditions  specific to the  management  and
general workforce training industry; competition and the pricing and of products
offered by us and our competitors; changes in personnel training methods, i.e. a
decision by  companies  to  allocate  more of their  budgets to  computer  based
training,  rather than purchasing videos for training  purposes;  our ability to
control  costs and expenses,  and access to capital.  There may be other factors
not mentioned  above or included  elsewhere in this report that may cause actual
results to differ materially from any forward-looking information.

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our statements, which have been prepared in accordance
with  accounting  principles  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. In consultation with our Board of Directors,  we have identified three
critical  accounting policies that we believe are key to an understanding of our
financial  statements.  These are  important  accounting  policies  that require
management's most difficult, subjective judgments.

         The first critical  policy relates to the preparation and disclosure of
our  financial  statements.  The  accompanying  financial  statements  have been
prepared  assuming  that the Company  will  continue as a going  concern,  which
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.  The Company is in its  development  stage and has no
source of revenue  from  operations.  This  raises  substantial  doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might  result  from this  uncertainty.  The Company has  survived  only  through
borrowings  from  shareholders.   The  Company  must  raise  funds  or  continue
borrowings in the near future to survive.  There is no assurance that management
can find investors or continue borrowings to cover the losses generated.


                                       11
<PAGE>


         The second critical  accounting  policy relates to the issuance of debt
with a beneficial  conversion  feature.  The Company has valued the  convertible
note  payable  (imputing  an interest  rate of 20%) and the  related  beneficial
conversion  option to  convert  the  principal  balance  into  shares  using the
"Relative  Fair Value"  approach.  The fair value of the  conversion  option was
determined  using the Black  Scholes  model.  The  relative  fair  value of this
conversion option  represented  approximately 79% of the total instrument,  thus
resulting  in a  large  discount  on the  original  debenture.  The  Company  is
amortizing the discount using the interest method.

         The third critical policy relates to officer compensation. Our officers
work for the Company on a part-time basis with no  compensation.  We value these
services  based  on  time   contributed,   services   performed  and  comparable
compensation to other companies.

RESULTS OF OPERATIONS

GENERAL

         On December 11, 2006, we completed the  acquisition  of Dematco,  Ltd.,
and at the same  time,  elected  a new  slate of  directors  and  appointed  new
corporate officers.  Concurrent with the acquisition, our new management decided
to change  the  Company's  business  to that of its just  acquired  wholly-owned
subsidiary,  Dematco,  Ltd.,  and to as soon as  feasible  cease all  activities
related to the business of producing and distributing workforce training videos.
Effective  March 1, 2007,  we  entered  into an Asset and  Liability  Assumption
Agreement with our then wholly-owned subsidiary Progressive Training,  Inc., and
as a result ceased all activities associated with our former business.

         Since that date,  and for the  foreseeable  future,  all of our efforts
will  be   focused   on  the   further   development   and   marketing   of  our
dematerialization  process.  During  fiscal 2008,  we plan to take the following
steps in order to improve the process, and generate revenue from operations, (a)
fulfill our contract with Admiral Asset Group contract,  and (b) attempt to sign
additional contracts for the  dematerialization of financial  instruments within
the insurance industry.


SELECT FINANCIAL INFORMATION

                                                    For the Three Months Ended
                                                    ---------------------------
                                                                       2/28/07
                                                     2/29/08         (Unaudited)
                                                   (Unaudited)     (As restated)
                                                    ---------         ---------

Statement of Operations Data
Total revenue ..............................        $    --           $    --
Operating loss .............................        $(215,928)        $(169,297)
Net loss per share .........................        $    --           $    --

Balance Sheet Data
Total assets ...............................        $   1,899         $   2,841
Total liabilities ..........................        $ 680,687         $ 404,626
Stockholder's deficit ......................        $(678,788)        $(401,785)


                                       12
<PAGE>


THREE-MONTH  PERIOD ENDED FEBRUARY 29, 2008 COMPARED TO THREE-MONTH PERIOD ENDED
FEBRUARY 28, 2007

REVENUES

         To  date,  we have not  generated  revenue  from our  dematerialization
process.

EXPENSES

         During  the three  months  ended  February  29,  2008 our  general  and
administrative  expenses were  $179,032.  Included in this amount is $100,000 of
wages to our officers  whom have waived  payment and applied this amount to paid
in capital, $30,000 of consulting and professional services and $49,032 of legal
and accounting expenses.

         During the three  months  ended  February  28,  2007,  our  general and
administrative  expenses were  $147,637.  Included in this amount is $100,000 of
wages to our officers  whom have waived  payment and applied this amount to paid
in capital, $20,000 of consulting and professional services and $27,637 of legal
and accounting expenses.

         During the three months ended  February 29, 2008 we incurred  $1,168 of
interest  expense  related to a note  payable to a  shareholder  and  $35,728 of
interest expense related to the convertible debenture.

         During the three months ended  February 28, 2007 we incurred  $1,369 of
interest  expense  related to a note  payable to a  shareholder  and  $20,291 of
interest expense related to the convertible debenture.

NET LOSS

         As a result of the  aforementioned,  our net loss was  $215,928 for the
three  months  ended  February  29, 2008 and $169,297 for the three months ended
February 28, 2007.

SELECT FINANCIAL INFORMATION
                                                     For the Nine Months Ended
                                                    ---------------------------
                                                                       2/28/07
                                                     2/29/08         (Unaudited)
                                                   (Unaudited)     (As restated)
                                                    ---------         ---------
Statement of Operations Data
Total revenue ..............................        $    --           $    --
Operating loss .............................        $(659,172)        $(389,289)
Net loss per share .........................        $    --           $    --

Balance Sheet Data
Total assets ...............................        $   1,899         $   2,841
Total liabilities ..........................        $ 680,687         $ 404,626
Stockholder's deficit ......................        $(678,788)        $(401,785)


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<PAGE>


NINE-MONTH  PERIOD ENDED  FEBRUARY 29, 2008 COMPARED TO NINE-MONTH  PERIOD ENDED
FEBRUARY 28, 2007

REVENUES

         To  date,  we have not  generated  revenue  from our  dematerialization
process.

EXPENSES

         During  the  nine  months  ended  February  29,  2008 our  general  and
administrative  expenses were  $561,184.  Included in this amount is $300,000 of
wages to our officers  whom have waived  payment and applied this amount to paid
in capital,  $90,000 of  consulting  and  professional  services and $171,184 of
legal and accounting expenses.

         During the nine  months  ended  February  29,  2007,  our  general  and
administrative  expenses were  $367,629.  Included in this amount is $286,985 of
wages to our officers  whom have waived  payment and applied this amount to paid
in capital, $20,000 of consulting and professional services and $60,644 of legal
and accounting expenses.

         During the nine months ended  February  29, 2008 we incurred  $3,521 of
interest  expense  related to a note  payable to a  shareholder  and  $93,667 of
interest expense related to the convertible debenture.

         During the nine months ended  February  28, 2007 we incurred  $1,369 of
interest  expense  related to a note  payable to a  shareholder  and  $20,291 of
interest expense related to the convertible debenture.

NET LOSS

         As a result of the  aforementioned,  our net loss was  $659,172 for the
nine months  ended  February  29, 2008 and  $389,289  for the nine months  ended
February 28, 2007.

PLAN OF OPERATION

         On March 1, 2007 we ceased all  activities  associated  with our former
business of the production and distribution of workforce  training  videos,  see
"Company  History"  and  focused  all  efforts on the  further  development  and
marketing of our dematerialization process.

         We will  continue  to devote our limited  resources  to  marketing  and
developing our dematerialization process. At this time these efforts are focused
on fulfilling the above mentioned  Admiral Asset Group contract,  and seeking to
acquire additional contracts for the use of our dematerialization process. There
can be no assurance that we will be successful in these efforts.

         Management  expects  that If revenues  from our  contract  with Admiral
Asset Group do not provide  sufficient  funds to  maintain  operations,  then we
believe  the  raising of funds  through a private  placement  sale of our common
stock, or borrowings from  traditional  borrowing  sources will be sufficient to


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<PAGE>


satisfy our budgeted  cash  requirements  through May 31, 2008.  There can be no
assurance that we will be successful in our efforts to raise additional funding.

         We currently have no employees and do not anticipate hiring in the near
future.  Mr. Robert Stevens,  our Chief Executive  Officer,  and Chairman of the
Board of Directors,  Mr.  Lindsay  Smith,  our Chief  Financial  Officer,  and a
Director,  and, our principal  shareholder Mr. Terence  Ramsden,  each work on a
part-time basis. During the nine months ended February 29, 2007, Mr. Stevens and
Mr. Ramsden received non-cash compensation  (representing the estimated value of
services contributed to the Company) of $300,000.

LIQUIDITY AND CAPITAL RESOURCES

         Our working  capital  deficit was $407,877 at February 29, 2008,  which
excludes liabilities due to related parties and entities.

         Our cash flows used by  operations  were  $155,669  for the nine months
ended February 29, 2008.  This is the primary result of our net loss of $659,172
which included  non-cash  expenses of $393,667 and increases in accounts payable
and accrued expenses of $23,262 and amounts due to a related party of $90,000.

         Our cash flows used by  operations  were  $60,437  for the nine  months
ended  February  28,  2007.  This is  primarily  the  result  of our net loss of
$389,289 which included non-cash expenses of $307,276.

         During the nine months ended February 29, 2008 and February 28, 2007 we
did not use any cash for investing activities.

         During the nine months  ended  February 29, 2008 and February 28, 2007,
our  cash  flows  from   financing   activities   were   $155,715  and  $40,929,
respectively. We received $100,715 and $37,322 as loans from shareholders during
the nine months ended  February  29, 2008 and  February 28, 2007,  respectively.
During the nine months  ended  February  29,  2008 we  received  $55,000 for the
purchase of common stock.  And during the nine months ended February 28, 2007 we
repaid a line of credit in the amount of $19,094 and also received  $22,701 from
a related party.

         We  currently  have  no  material  commitments  at  this  time  to fund
development  of our  dematerialization  process  or to acquire  any  significant
capital equipment.

         We are a company with a limited  operating history and a history of net
losses.

         We had a cash balance of $1,899 on February 29, 2008.

         If  revenues  from the  sale of our  dematerialization  process  do not
provide sufficient funds to maintain operations,  then we believe the raising of
funds through  borrowings from our shareholder or the sale of additional  equity
will be sufficient to satisfy our budgeted  cash  requirements  through June 30,
2008. Additionally, we may attempt a private placement sale of our common stock.
Further, our ability to pursue any business opportunity that requires us to make
cash  payments  would also depend on the amount of funds that we can secure from
these various sources.  If funding is not available from any of these sources to
meet our needs, we will delay any business transaction  requiring the payment of
cash.


                                       15
<PAGE>


         If funding is  insufficient  at any time in the  future,  we may not be
able to take  advantage  of  business  opportunities  or respond to  competitive
pressures, any of which could have a negative impact on the business,  operating
results and financial condition.  In addition,  if additional shares were issued
to obtain financing,  current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Company.

ITEM 3.  CONTROLS AND PROCEDURES

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.  We  carried  out an
evaluation,  with the  participation  of our chief executive and chief financial
officer,  of the  effectiveness,  as of February  29,  2008,  of our  disclosure
controls and  procedures  (as defined in Rules  13a-15(e)  and  15d-15(e) of the
Securities  Exchange Act of 1934). Due to the fact that we have no employees and
are not able to have proper  segregation of duties based on the  cost/benefit of
hiring  employees  solely to address the  segregation  of duties issue,  we have
concluded  that our  disclosure  controls and  procedures  are not  effective to
ensure that  information  required to be disclosed by us 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.  However, we have determined that the risks associated with the
lack of  segregation  of  duties  are  partially  mitigated  based on the  close
involvement of management in day-to-day  operations.  We have limited  resources
available.  As we obtain additional funding and employ additional personnel,  we
will implement programs to ensure the proper segregation of duties and reporting
channels.

(b) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. There were no changes
in our internal  controls over  financial  reporting  during the fiscal  quarter
covered by this Form 10-QSB that have  materially  affected,  or are  reasonably
likely to materially affect, our internal control over financial reporting.


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<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS   None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES   None.

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

         During  the  quarter  ended  February  29,  2008,  no  matter  was
         submitted to the Company's security holders.

ITEM 5.  OTHER INFORMATION   None.

ITEM 6.  EXHIBITS

         31.1     Certification of CEO Pursuant to Securities Exchange Act Rules
                  13a-14 and 15d-14,  as Adopted  Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       17
<PAGE>


                                   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.

                                        DEMATCO, INC.
                                        (Registrant)


Dated: April 14, 2008                   /S/ ROB STEVENS
                                        --------------------------------
                                        Rob Stevens, President and Chief
                                        Executive Officer


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