UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
quarter ended July 31, 2008





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from __________ to _____________




Commission
File Number 333-143542




ZEEZOO
SOFTWARE CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            84-1724410(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)




2033
Gateway Place, 6th Floor, San Jose, CA 95110


(Address
of principal executive offices)    (Zip Code)




Registrant's
telephone number, including area code:    408-573-5959





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 o





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





Number of
shares  outstanding  of
the  registrant's  class of common stock as of September
12, 2008: 49,250,000





Authorized
share capital of the registrant:  100,000,000 common shares, par value of
$0.001





The
Company  recorded  $nil sales  revenue for the
three  months ended July 31, 2008.





FORWARD-LOOKING
STATEMENTS





THIS
QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS
ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF SECTION 21E OF
THE  SECURITIES  EXCHANGE  ACT OF
1934,  AS AMENDED
(COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD LOOKING STATEMENTS INVOLVE  RISKS
AND  UNCERTAINTIES.  A NUMBER
OF  IMPORTANT  FACTORS  COULD CAUSE ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  IN  THE   FORWARD-LOOKING STATEMENTS.
IN ASSESSING FORWARD-LOOKING  STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON
FORM  10-QSB,  READERS  ARE  URGED TO
READ  CAREFULLY  ALL  CAUTIONARY STATEMENTS  -
INCLUDING  THOSE  CONTAINED  IN
OTHER  SECTIONS OF THIS  QUARTERLY REPORT ON
FORM 10-QSB.  AMONG SAID RISKS AND  UNCERTAINTIES IS THE
RISK THAT THE COMPANY
WILL NOT SUCCESSFULLY  EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT
IS ADEQUATE
TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE
ADEQUATE  CAPITAL OR THEY
MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.










PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





Page
              NumberBalance Sheets
            3Statements of Operations
            4Statement of Stockholder's
      Equity
            5Statements of Cash Flows
            6Notes to the Financial Statements
            7Management Discussion and Analysis
            11















































2





ZEEZOO
      SOFTWARE CORP.(A
      development Stage Company)BALANCE SHEETUnauditedUnaudited
            
            
            AuditedJuly
      31
            
            
            April
      302008
            
            
            2008ASSETSCurrentCash
            
            $
            1,854
            
            
            $
            3,704Total
      current assets
            
            
            1,854
            
            
            
            3,704Total
      assets
            
            
            1,854
            
            
            
            3,704LIABILITIES
      AND STOCKHOLDER'S DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
            
            
            2,860
            
            
            
            4,000Due
      to a Director
            
            
            1,615
            
            
            
            1,615Total
      liabilities
            
            
            4,475
            
            
            
            5,615Stockholder's
      deficitAuthorized:100,000,000
      common shares per value $0.001Issued
      and outstanding:68,160,000
      common shares
            
            
            5,680
            
            
            
            5,680Additional
      paid-in capital
            
            
            44,320
            
            
            
            44,320Deficit
      accumulated during the development stage
            
            
            (52,621
            )
            
            
            (51,911
            )Total
      Stockholders' deficit
            
            
            (2,621
            )
            
            
            (1,911
            )Total
      liabilities and stockholders' deficit
            
            $
            1,854
            
            
            $
            3,704








The
accompanying notes are an integral part of these financial
statements.





3





ZEEZOO
      SOFTWARE CORP.(A
      development Stage Company)STATEMENT OF OPERATIONSUnauditedThree
      months ended July 312008
            
            
            2007Revenue
            
            $
            -
            
            
            $
            -Cost
      of good sold
            
            
            -
            
            
            
            -Gross
      Profit
            
            
            -
            
            
            
            -Operating
      expensesAmortization
            
            
            -
            
            
            
            417General
      & administrative
            
            
            710
            
            
            
            3,564Professional
      fees
            
            
            -
            
            
            
            15,500710
            
            
            
            19,481Net
      loss before income taxes
            
            
            (710
            )
            
            
            (19,481
            )Provision
      for income taxes
            
            
            -
            
            
            
            -Net
      loss
            
            
            (710
            )
            
            
            (19,481
            )Basic
      and diluted loss per Commom share    (1)
            
            $
            
            
            
            $Weighted
      average number of common shares outstanding
            
            
            68,160,000
            
            
            
            68,160,000(1)  less
      than $0.01










The
accompanying notes are an integral part of these financial
statements.


4




ZEEZOO
      SOFTWARE CORP.(A
      development Stage Company)STATEMENT OFSTOCKHOLDERS
      EQUITYDeficitAccumulatedAdditional
            
            
            During
      the
            
            
            TotalCommon
      Stock
            
            
            
            
            
            paid
      in
            
            
            Development
            
            
            StockholdersShares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            EquityInception,
      November 14, 2006
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Initial
      capitalization, sale ofcommon stock to Directors on November 14,
      2006 @$0.00017 per share
            
            
            48,000,000
            
            
            
            48,000
            
            
            
            (40,000
            )
            
            
            -
            
            
            
            8,000Private
      placement closedJanuary 31, 2007 @ $0.0021
            
            
            20,160,000
            
            
            
            20,160
            
            
            
            21,840
            
            
            
            -
            
            
            
            42,000Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,754
            )
            
            
            (1,754
            )Balance
      April 30, 2007
            
            
            68,160,000
            
            
            
            68,160
            
            
            
            (18,160
            )
            
            
            (1,754
            )
            
            
            48,246Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (50,157
            )
            
            
            (50,157
            )Balance
      April 30, 2008
            
            
            68,160,000
            
            
            
            68,160
            
            
            
            (18,160
            )
            
            
            (51,911
            )
            
            
            (1,911
            )Net
      loss for the quarter
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (710
            )
            
            
            (710
            )Balance
      July 31, 2008
            
            
            68,160,000
            
            
            $
            68,160
            
            
            $
            (18,160
            )
            
            $
            (52,621
            )
            
            $
            (2,621
            )






















The
accompanying notes are an integral part of these financial
statements.




5





ZEEZOO
      SOFTWARE CORP.(A
      development Stage Company)STATEMENT
      OF CASH FLOWSUnauditedThree
      months ended July 312008
            
            
            2007Operating
      activitiesNet
      loss for the period
            
            $
            (710
            )
            
            $
            (19,481
            )Adjustments
      To Reconcile Net Loss To Net CashUsed
      By Operating ActivitiesAmortization
            
            
            -
            
            
            
            417Changes
      in operating assets and liabilities:Changes
      in accounts payable
            
            
            (1,140
            )
            
            
            (4,000
            )Cash
      flows from operating activities
            
            
            (1,850
            )
            
            
            (23,064
            )Investing
      activitiesPatent
      applications
            
            
            -
            
            
            
            -Cash
      flows from investing activities
            
            
            -
            
            
            
            -Financing
      activitiesLoans
      from shareholder
            
            
            -
            
            
            
            -Payment
      of loans
            
            
            -
            
            
            
            -Cash
      flows from financing activities
            
            
            -
            
            
            
            -Net
      increase (decrease) in cash
            
            
            (1,850
            )
            
            
            (23,064
            )Cash,
      beginning of year
            
            
            3,704
            
            
            
            50,000Cash,
      end of year
            
            $
            1,854
            
            
            $
            26,936Supplemental
      disclosure with respect to cash flows:Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -Cash
      paid for interest
            
            $
            -
            
            
            $
            -








The
accompanying notes are an integral part of these financial
statements.


6




ZEEZOO
SOFTWARE CORP.


(A
Development Stage Company)




NOTES TO FINANCIAL STATEMENTS


July 31,
2008


(unaudited)






NOTE
1. GENERAL ORGANIZATION AND BUSINESS





The
Company was originally incorporated under the laws of the state of Nevada on November
14, 2006.  The Company has
limited  operations  and in accordance  with SFAS #7,
is considered a development stage company, and has had no revenues from operations
to date.





Initial
operations had included capital formation,  organization, target
market identification,  new
product  development  and  marketing  plans.





NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES





The
relevant accounting policies and procedures are listed below. The Company has
adopted an April 30 year end.





ACCOUNTING
BASIS





The basis
is generally accepted accounting principles in the United States.





EARNINGS
PER SHARE





In
February 1997,  the FASB issued SFAS No.
128, "Earnings  Per Share", which specifies
the computation, presentation and disclosure requirements for earnings (loss)
per share for entities with  publicly held
common stock.  SFAS No. 128 supersedes
the provisions of APB No. 15, and requires the  presentation of basic earnings
(loss) per share and diluted earnings (loss) per share. The Company has adopted
the provisions of SFAS No. 128 effective its inception.





The basic
earnings  (loss) per share is calculated by dividing the Company's net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted  earnings  (loss) per share is
calculated by dividing
the Company's net income (loss) available to common shareholders by the diluted  weighted  average  number
of shares  outstanding  during the year.  The diluted  weighted  average  number
of shares outstanding  is the basic weighted number  of  shares  adjusted  as
of the  first of the  year for any  potentially dilutive
debt or equity.





The
Company has not issued any options or warrants or similar securities since
inception.





DIVIDENDS





The
Company has not yet adopted any policy  regarding  payment
of dividends.  No dividends
have been paid during the periods shown.








7




ZEEZOO
SOFTWARE CORP.


(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS


July 31,
2008


(unaudited)






NOTE 2.  
(CONTINUED)





CASH
EQUIVALENTS





The
Company  considers  all
highly  liquid  investments  with  maturity
of three months or
less when purchased to be cash equivalents.





INCOME
TAXES





Income
taxes are provided in accordance  with Statement of
Financial  accounting Standards
No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset or
liability is recorded for all temporary differences between financial and tax reporting
and net operating loss carry forwards.  Deferred tax expense (benefit) results  from  the
net  change  during  the  year
of  deferred  tax  assets  and liabilities.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management,  it
is more likely than not that some portion of all of the deferred tax
assets will be realized.  Deferred tax assets
and  liabilities  are adjusted for the
effects of changes in tax laws and rates on the date of enactment.





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 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.





WEBSITE
COSTS





Website
costs consist of software development costs, which represent capitalized costs  of  design,  configuration,  coding,  installation  and  testing  of  the Company's
website up to its initial implementation. Upon implementation in April 2007, the
asset was being amortized to expense over its estimated  useful life
of three
years using the straight-line method.





During
the year ended April 30, 2008 the Company wrote-off costs associated with its
website.  See note 6.







8




ZEEZOO
SOFTWARE CORP.


(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS


July 31,
2008


(unaudited)






NOTE
3. STOCKHOLDERS' EQUITY





AUTHORIZED





The
Company is authorized to issue 50,000,000  shares of $0.001 par value
common stock. All common stock shares have equal voting rights,  are
non-assessable and have one vote per share.  Voting rights are not
cumulative and,  therefore,  the holders of more than 50% of
the common  stock  could,  if
they  choose to do so, elect all of the  directors of the
Company.  On July
15,  2008,  the  authorized shares were increased
to a total of 100,000,000 shares.





ISSUED
AND OUTSTANDING





On
November 14, 2006  (inception),  the Company
issued  2,000,000  shares of its common stock to its
Directors for cash of $8,000. See Note 5.





On
January 31, 2007, the Company  closed a private  placement
for 840,000 common shares at a price of $0.05 per share,  or an
aggregate  of $42,000.  The Company accepted subscriptions
from 38 offshore non-affiliated investors.





On July
11,  2008,  the  Company  completed  a
forward  stock split on a 2-for-1 basis.  As a
result,  the  outstanding  shares of common stock
was  increased to 5,680,000.





On July
17,  2008,  the Company  completed  a
forward  stock split on a 12-for-1 basis.  As a
result,  the  outstanding  shares of common stock
was  increased to 68,160,000.





The Statements  have
been adjusted to reflect  retroactively  these two forward
splits.





NOTE
4. RELATED PARTY TRANSACTIONS





The  Company's  neither  owns
nor  leases  any real
or  personal  property.  The Company's  Directors  provides  office  space
free of charge.





The
amount due to a director of $1,615 has no repayment terms, is unsecured without
interest and is for  reimbursement of
company  operating  expenses.





On
November 14, 2006  (inception),  the Company
issued  2,000,000  shares of its common
stock to Directors for cash of $8,000. See Note 3.





NOTE
5. INCOME TAXES





Net  deferred  tax  assets  are
$nil.  Realization  of  deferred  tax  assets
is dependent  upon  sufficient   future  taxable  income  during  the  period  that deductible
temporary  differences and carryforwards are expected to be available to reduce
taxable  income.  As the achievement of required future
taxable income is
uncertain, the Company has not recorded a valuation allowance.




9




ZEEZOO
SOFTWARE CORP.


(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS


July 31,
2008


(unaudited)






NOTE
6. WEBSITE





During
the year ended April 30, 2008 the Company wrote-off its website costs of $19,611
(net of accumulated depreciation) as the company has abandoned this line of
business.





NOTE
7. NET OPERATING LOSSES





As of
April 30,  2008,  the Company has a
net  operating  loss carry  forward of approximately  $50,157,  which  will  expire
20 years  from the date the loss was incurred.





NOTE
8. OPERATING LEASES AND OTHER COMMITMENTS:





The  Company   currently  has  no  operating  lease  commitments  or  any  other commitments.


























10




Management’s Discussion and Analysis of Financial Condition
and Results of Operations.





Operating
Results





The
following selected comparative financial information has been derived from and
should be read in conjunction with the financial statements of Enhance for the
year three months ended July 31, 2008 and the financial statements of the
Company for the three months ended July 31, 2007.


Statement of
      Earnings
            
            3
      months
            
            3
      monthsended
            
            endedJuly
      31
            
            July
      312008
            
            2007$
            
            $Revenue
            
            
            -
            
            -Gross
      Profit
            
            
            -
            
            -Loss
      before income taxes
            
            
            710
            
            19,481Net
      Loss
            
            
            710
            
            19,481Net
      loss per share (1)
            
            
            -
            
            -Net
      loss per share diluted
            
            
            -
            
            -Total
      Assets
            
            
            1,854
            
            3,704Long-term
      liabilities
            
            
            -
            
            -




(1) less
than $0.01




Sales





From the
date of incorporation on November 14, 2006 to July 31, 2008 we have been a
development stage company that has not generated any revenues.




Operating
Expenses





Our
operating expenses are classified primarily into three categories.





Amortization
expense resulted from the amortization of the company’s web site in the first
three months of July 31, 2007 which was $417.00.  During the year
ended April 30, 2008 the company’s web site was written off as the Company
abandoned this line of business therefore there is no amortization in the first
three months at July 31, 2008.





General
& administrative expenses incurred for the three months ended July 31, 2008
were $710 compared to the $3,564 spent in the period July 31,
2007.  This decrease was a result of decreased activity of the company
as the company efforts were entirely on financing after abandoning the line of
business related to the web site written off in the year ended April 30,
2008.





Professional
fees in the three months ended July 31, 2008 were zero compared to the $15,500
spent in the three months ended July 31, 2007.  This decrease was a
result of decreased activity of the company as the company efforts were entirely
on financing.





11


Liquidity
and Capital Resources





Our
principal capital resources have been through the issuance of common stock and
advances from related parties.





At July
31, 2008, the Company had a working capital deficit of $2,621 compared to the
working capital deficit of $1,911 at the year ended April 30, 2008.





At July
31, 2008 the total assets were $1,854 which consisted entirely of
cash.  The cash balance at April 30, 2008 was $3,704 the decrease of
$1,850 is due to the $710 of general & administrative expenses incurred
during the period as well as the decrease in accounts payable of
$1,140.





At July
31, 2008 accounts payable were $2,860 a decrease of $1,140 from the $4,000
balance at April 30, 2008.





At July
31, 2008 the advance from a Director remained unchanged from the balance of
$1,615 at April 30, 2008. The advance has no repayment terms, is unsecured without
interest and is for  reimbursement of
company  operating  expenses.





Financing




On August
14, 2008, the Company entered into a subscription agreement with the investors
(collectively the “Investors”) pursuant to which the Registrant sold to the
Investors an aggregate of $1,500,000 of Units of the Registrant, each unit
consisting of 2 shares of Common Stock and one warrant to purchase one share of
Common Stock. The unit purchase price was $2.00. Each warrant entitles their
holder to subscribe for one additional Common Share at an exercise price of
$1.40 per warrant during the period of 24 months from the closing date of August
14, 2008 at 5:00 p.m., Nevada local time.
  Net proceeds to the
Company at closing were $1,061,502. $438,498 of funds were disbursed as follows:
$300,000 was to a finder, $44,600 were cash expenses consisting of professional
fees and legal fees associated with share issue costs. A further $34,416 was
paid to satisfy existing bank loans and $59,284 was paid to officers of the
Company who had advanced funds for current marketing efforts. The Company’s
budgets indicate these net proceeds will be sufficient to reach the break-even
point in sales.















12




ITEM
2. MANAGEMENT'S PLAN OF OPERATION





GENERAL
OVERVIEW





After the
financing on August 14, 2008 the Company’s plan of operation, business
objectives and goals were filed on an 8-K with the Securities and Exchange
Commission on August 20, 2008 and is available at the EDGAR
database.





ACTIVITIES
DURING THE QUARTER ENDED JULY 31, 2008





At the
end of the fiscal year ended April 30, 2008 the Company abandoned the line of
business it had originally established and wrote of the website developed for
this venture.  During the three months ended July 31, 2008, the
Company incurred expenses of $710 while seeking financing as well as a new
business plan. The Company was successfully financed on August 14, 2008 with
details included in the 8-K filed with the SEC on August 20, 2008.





RESULTS
OF OPERATIONS





The
Company recorded a loss of $710 for the first quarter ended July 31, 2008. Comparisons
are not meaningful as the Company was not operational during this current
quarter.





LIQUIDITY
AND CASH RESOURCES





At July
31, 2008, the Company had a working capital deficit of $2,621 compared to the
working capital deficit of $1,911 at the year ended April 30,
2008.  Cash balance at July 31, 2008 was $1,854 a decrease of $850
from the $3,704 balance at April 30, 2008.





The
working capital and cash balance was determined to be insufficient at April 30,
2008 which resulted in the Company going into a non operating mode during this
quarter.  The Company did obtain financing on August 14,
2008.





ITEM
3. CONTROLS AND PROCEDURES





As
required  by Rule  13a-15  under
the  Exchange  Act,  we have  carried
out an evaluation  of the  effectiveness  of the
design and  operation of our company's disclosure  controls
and  procedures as of the end of the period covered by this
quarterly  report for the three months ended July 31,
2008.  This evaluation was carried out under
the  supervision and with the  participation  of
our company's management, including our company's president and chief executive
officer. Based upon
that  evaluation,  our  company's  president  and
chief  executive  officer concluded
that our company's disclosure controls and procedures are effective as at the
end of the period  covered by this report.  There have been
no changes in our internal  controls over
financial  reporting  that occurred  during our
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal controls over financial
reporting.





Disclosure  controls
and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be
disclosed in our  company's reports  filed
or  submitted  under the  Exchange  Act
is  recorded,  processed, summarized and reported, within
the time periods specified in the Securities and
Exchange  Commission's  rules
and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and
procedures  designed to ensure that information  required to
be disclosed in our  company's  reports filed under the Exchange
Act
is  accumulated  and  communicated  to  management,  including  our
company's president as appropriate, to allow timely decisions regarding required
disclosure.







13




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





None.





ITEM
5. OTHER INFORMATION





On June
15,  2007 the
SEC  declared  our  registration  statement  on
Form  SB-2 effective,  which  registered  840,000  common  shares  for  resale  held  by
38 non-affiliated  investors.  On
August 8, 2007 our common  shares were posted for trading
on the OTCBB under the symbol "ZEEZ".





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





(a)
pursuant to rule 601 of Regulation  SB, the
following  exhibits are included herein or
incorporated by reference.




Exhibit
                Number
              
              Description3.1
              
              Articles of
      Incorporation*3.2
              
              By-laws*31.1
              
              Certification  of CEO Pursuant TO 18
      U.S.C. ss. 1350, Section 30231.2
              
              Certification  of CFO Pursuant to 18
      U.S.C. ss. 1350, Section 30232.1
              
              Certification Pursuant to 18 U.S.C. ss.1350,
      Section 90632.2
              
              Certification Pursuant to 18 U.S.C. ss. 1350,
      Section 906
 _______
 *
Incorporated by reference to our
SB2  Registration  Statement,  File Number
333-143542





(b)
Reports on Form 8-K





Reports
as filed with Securities and Exchange Commission on August 20, 2008 and August
26, 2008.









14




SIGNATURES





Pursuant
to the  requirements of Section 13 or 15(d) of the
Securities  Exchange Act of
1934,  the  registrant  has
duly  caused  this report to be signed on its behalf  by
the  undersigned,  thereunto  duly  authorized,  on
this 12th day of September,
2008.




ZEEZOO
      SOFTWARE CORP.Date: 
      September 12, 2008
              By:
              /s/ Dr.
      Samuel S AsculaiName: 
      Dr. Samuel S AsculaiTitle: 
        President/CEO, Principal Executive Officer
  Date: 
      September 12, 2008
              By:
              /s/ Brian
      LukianName:  Brian
      LukianTitle:    Chief
      Financial Officer, Principal Financial
      Officer














































15