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

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended November 30, 2007

                                       or

[ ] 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 333-143872


                           YOUR DIGITAL MEMORIES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                 98-0507522
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

15 Zichron Ya'akov, Suite 23 Entrance B.
            Jerusalem, Israel                                       94421
(Address of principal executive offices)                         (Zip Code)

                                + 1-877-651-2236
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (l) 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 or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

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

There were 9,022,600 shares of common stock, $0.0001 par value per share,
outstanding on January 3, 2008.
<PAGE>
      For purposes of this Quarterly Report, references to the "Company," "we,"
"us," and "our" mean Your Digital Memories, Inc.

                           FORWARD-LOOKING STATEMENTS

      This Quarterly Report contains "forward-looking statements." All
statements other than statements of historical fact are "forward-looking
statements." Forward-looking statements may include the words "may," "will,"
"estimate," "intend," "continue," "believe," "expect," "plan," or "anticipate"
and other similar words. Such forward-looking statements may be contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," among other places.

      Although we believe the expectations reflected in our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in our forward-looking statements. Our future financial
condition and results of operations, as well as any forward-looking statements,
are subject to change and are subject to inherent risks and uncertainties, such
as those disclosed in this Quarterly Report. Each forward-looking statement
speaks only as of the date of the particular statement.

                                       2
<PAGE>
                                      INDEX

                           YOUR DIGITAL MEMORIES, INC.


                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                                4

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operation                                11

Item 3.  Controls and Procedures                                            12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  13

Item 1A. Factors 13

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        13

Item 3.  Defaults Upon Senior Securities                                    13

Item 4.  Submission of Matters to a Vote of Security Holders                13

Item 5.  Other Information                                                  13

Item 6.  Exhibits                                                           13

Signatures                                                                  14

                                       3
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              YOUR DIGITAL MEMORIES
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           November 30,         May 31,
                                                              2007               2007
                                                            --------           --------
                                                           (Unaudited)         (Audited)
<S>                                                         <C>                <C>
ASSETS

Current Assets
  Cash                                                      $ 38,777           $ 50,063
                                                            --------           --------

      Total Assets                                          $ 38,777           $ 50,063
                                                            ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
                                                            $     --           $     --
                                                            --------           --------
      Total Liabilities                                     $     --           $     --
                                                            --------           --------

Stockholders' Equity (Note 4, 5) Preferred Stock,
 authorized 50,000,000 shares,
 par value $0.0001 Common Stock, authorized
 100,000,000 shares, par value $0.0001
Issued and outstanding:
  9,022,600 common shares                                        902                902
  Additional paid-in capital                                  77,240             77,240
  Deficit accumulated during the development stage           (39,365)           (28,079)
                                                            --------           --------

      Total Stockholders' Equity                              38,777             50,063
                                                            --------           --------

Total Liabilities and Stockholders' Equity                  $ 38,777           $ 50,063
                                                            ========           ========
</TABLE>


         The accompanying notes are an integral part of these statements

                                       4
<PAGE>
                              YOUR DIGITAL MEMORIES
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         Cumulative
                                                                                                        Amounts From
                                                                                                           Date of
                                                                                                       Incorporation on
                                     Three Months     Three Months      Six Months       Six Months     June 27, 2006
                                        Ended            Ended            Ended            Ended              to
                                      November 30,     November 30,     November 30,     November 30,     November 30,
                                         2007             2006             2007             2006             2007
                                      ----------       ----------       ----------       ----------       ----------
<S>                                   <C>              <C>              <C>              <C>              <C>
REVENUE                               $       --       $       --       $       --       $       --       $       --

OPERATING EXPENSES
  General and Administrative               1,417              554            4,052              554            5,697
  Professional Fees                        1,580               --            6,580               --           30,580
  Consulting                                  --               --               --               --            1,672
  Filing Fees                                400               --            1,060               --            1,867
                                      ----------       ----------       ----------       ----------       ----------

      Total Expenses                       3,397              554           11,692              554           39,816
                                      ----------       ----------       ----------       ----------       ----------

Loss from operations                  $   (3,397)      $     (554)      $  (11,692)      $     (554)      $  (39,816)
                                      ==========       ==========       ==========       ==========       ==========

Interest income                              245                8              406                8              451

Loss before income taxes                  (3,152)            (546)         (11,285)            (546)         (39,365)

Provision for income taxes                    --               --               --               --               --
                                      ==========       ==========       ==========       ==========       ==========

Net loss                              $   (3,152)      $     (546)      $  (11,285)      $     (546)      $  (39,365)

Basic and Diluted (Loss) per Share             a                a                a                a                a
                                      ----------       ----------       ----------       ----------       ----------

Weighted Average Number of Shares
 (Note 4)                              6,688,511        2,329,872        6,688,511        2,329,872        6,688,511
                                      ----------       ----------       ----------       ----------       ----------
</TABLE>

----------
a = Less than ($0.01) per share


         The accompanying notes are an integral part of these statements

                                       5
<PAGE>
                              YOUR DIGITAL MEMORIES
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                 JUNE 27, 2006 (INCEPTION) TO NOVEMBER 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Common Stock
                                              --------------------      Paid in      Accumulated       Total
                                              Shares        Amount      Capital        Deficit         Equity
                                              ------        ------      -------        -------         ------
<S>                                       <C>          <C>           <C>             <C>              <C>
INCEPTION JUNE 27, 2006                            --      $    --      $     --      $      --       $      --
Common Shares issued to
 director for cash  June 27, 2006             100,000           10            90                            100

Common Shares issued to                     2,500,000          250         2,250                          2,500
 director for cash September 12, 2006

Common Shares issued to                     5,012,000          501         4,511                          5,012
 director for cash  October 31, 2006

Private placement closed April 30, 2007     1,410,600          141        70,389                         70,530

Net loss for the year                                                                   (28,079)        (28,079)
                                           ----------      -------      --------      ---------       ---------
BALANCE, MAY 31, 2007                       9,022,600          902        77,240        (28,079)         50,063

Net loss for the period                                                                 (11,285)        (11,285)
                                           ----------      -------      --------      ---------       ---------
BALANCE, NOVEMBER 30, 2007                  9,022,600      $   902      $ 77,240      $ (39,365)      $  38,777
                                           ==========      =======      ========      =========       =========
</TABLE>

         The accompanying notes are an integral part of these statements

                                       6
<PAGE>
                              YOUR DIGITAL MEMORIES
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            Cumulative
                                                                                           Amounts From
                                                                                             Date of
                                                                                         Incorporation on
                                                       Six Months         Six Months       June 27,2006
                                                         Ended              Ended               to
                                                      November 30,       November 30,       November 30,
                                                         2007               2006               2007
                                                       --------           --------           --------
<S>                                                    <C>                <C>                <C>
Operating Activities
  Net (Loss) for the year                              $(11,285)          $   (546)          $(39,365)

Net Cash (Used) by Operating Activities                 (11,285)                --            (39,365)
                                                       --------           --------           --------
Financing Activities
  Proceeds from sale of Common Stock                     78,142              7,612             78,142
                                                       --------           --------           --------
Cash Provided by Financing Activities                     7,612             78,142
                                                                                               78,142
                                                       --------           --------           --------

(Decrease) Increase in Cash during the period           (11,285)             7,066             38,777

Cash, Beginning of Period                                50,062                 --                 --
                                                       --------           --------           --------
Cash, End of Period                                    $ 38,777           $  7,066           $ 38,777
                                                       ========           ========           ========

Supplemental disclosure with respect to cash
flows:
  Cash paid for income taxes                           $     --           $     --           $     --
  Cash paid for interest                               $     --           $     --           $     --
</TABLE>


         The accompanying notes are an integral part of these statements

                                       7
<PAGE>
                           YOUR DIGITAL MEMORIES, INC.
                          (A Development Stage Company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               (NOVEMBER 30, 2007)
                                   (Unaudited)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Your Digital Memories, Inc, a development stage company, was incorporated on
June 27, 2006 under the laws of the State of Nevada.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below. The company
has adopted a May 31 year end.

ACCOUNTING BASIS

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

MANAGEMENT CERTIFICATION

The financial statements herein are certified by the officers of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.

CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
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. There are no diluted shares outstanding.

DIVIDENDS

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

INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109). SFAS 109 requires the use of an asset and
liability approach in accounting for income taxes.

                                       8
<PAGE>
SFAS 109 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. No provision for
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward

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.

NET INCOME PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.

REVENUE AND COST RECOGNITION

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES

As noted above, income taxes are provided in accordance with SFAS 109. 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.

NOTE 4. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001 per
share. 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.

ISSUED AND OUTSTANDING

On June 27, 2006 (inception) the Company issued 100,000 shares of its common
stock to its Director for cash. See Note 5.

On September 12, 2006 (inception), the Company issued 2,500,000 shares of its
common stock to its Director for cash of $2,500. See Note 5.

On October 31, 2006, the Company issued 5,012,000 shares of its common stock to
its Director for cash of $5,012. See Note 5.

                                       9
<PAGE>
On April 30, 2007, the Company accepted subscriptions for 1,410,600 common
shares from 35 investors under a private placement. The private placement was
not subject to any minimum investment and was priced at $0.05 per share. The
Company accepted the subscriptions on various dates throughout inception to
April 30, 2007 from 35 offshore non-affiliates investors.

As of November 30, 2007 the Company had 9,022,600 shares of common stock issued
and outstanding.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company's neither owns nor leases any real or personal property. A Director
of the Company provides office space free of charge. The officers and directors
of the Company are involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.

On June 27, 2006 (inception) the Company issued 100,000 shares of its common
stock to its Director for cash. See Note 4.

On September 12, 2006, the Company issued 2,500,000 shares of its common stock
to its Director for cash of $2,500. See Note 4.

On October 31, 2006, the Company issued 5,012,000 shares of its common stock to
its Director for cash of $5,012. See Note 4.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception to November 30, 2007 of $39,365. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company's continuation as a going concern is dependent on its ability to
meet its obligations, to obtain additional financing as may be required and
ultimately to attain profitability. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 7. NET OPERATING LOSSES

As of November 30, 2007, the Company has a net operating loss carry forward of
approximately $39,365, 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
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

OVERVIEW

Your Digital Memories, Inc (referred to in this prospectus as "us", "we" and
"our") was formed on June 27, 2006. We are a development stage company with
limited operations and no revenues from our business operations. Our auditors
have issued a going concern opinion. This means that our auditors believe there
is substantial doubt that we can continue as an on-going business for the next
twelve months. We do not anticipate that we will generate any revenues until we
complete the development of our interactive photo slideshow software.
Accordingly, we must raise cash from sources other than our operations in order
to implement our marketing plan.

PLAN OF OPERATION

The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in our financial position should be read
in conjunction with our most recent financial statements and notes appearing
elsewhere in this Form 10-QSB; and our SB-2 filed on June 19, 2007.

We intend to focus on developing user-friendly software that creates interactive
photo slideshows for children to watch and play on a personal computer. Our
software will turn selected family digital photos into interactive slideshows
complete with music, transitions, captions and interactive games. The
traditional photo slideshow is a display of a series of chosen images. We intend
to develop software that will enable parents to turn their family digital photos
into an interactive photo slideshow and game based on their personal family
photos. We plan to develop themes for the interactive photo slideshow specially
designed for children ages 3 to 12 years of age. Our target market is the
parents of children who wish to capture their family memories in a fun and
interesting way for their children to watch and play for years to come and
eventually hand down to their children and grandchildren.

Our plan of operation is to establish ourselves as a company that will produce
and distribute interactive photo slideshow software. Distribution would
primarily be via download from the Internet directly to consumers. Our target
market is the parents of children who wish to capture their family memories in a
fun and interesting way for their children to watch and engage in interactive
play for years to come and eventually hand down to their children and
grandchildren.

Our business objectives are:

     *    To develop the interactive photo slideshow software that will benefit
          both parents and children alike.
     *    To execute our web-based marketing campaign and to create interest in
          our product.
     *    To establish a brand name that will be associated with user-friendly
          photo slideshow software that enables interactive play.

Our goals over the next 12 months are:

     *    To establish a customer data-base from our mass e-mail campaign.
     *    To drive traffic to our website and achieve 250 visitors per day.
     *    To generate revenue by the first quarter of 2008.
     *    To achieve break-even results of operations over the next 12 months.

During the first stages of our growth, our officers and directors will provide
all of the labor required to execute our business plan at no charge, except we
do intend to hire a website programmer on a contract basis for two months at an
estimated cost of $6,000 to set up our website and we do plan to outsource
initial software development tasks at an estimated cost of $30,000. Management
has no intention of hiring any employees during the first year of operations.
Due to our limited financial resources, each member of the management team will
dedicate approximately 10 - 20 hours per week in order to execute our plan of
operation.

                                       11
<PAGE>
RESULTS OF OPERATIONS

Our company posted losses of $3,152 for the three months ended November 30,
2007. This compares to $546 for the three months ended November 30, 2006. From
inception to November 31, 2007 we have incurred losses of $39,365.

The principal components of our losses for the three months ended November 30,
2007 included general and administrative costs of $1,417, professional fees of
$1,580 and filing fees of $400.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2007, we had working capital of $38,777, compared to $7,066 at
November 30, 2006. At November 30, 2007, our total assets consisted of cash of
$38,777, compared to cash of $7,066 at November 30, 2006.

During the three months ended November 30, 2007, we used $3,152 for operations,
leaving a balance of $38,777 at November 30, 2007. The principal components of
our losses for the three months ended November 30, 2007 included general and
administrative costs of $1,417, professional fees of $1,580 and filing fees of
$400.

Because we have not generated any revenue from our business, and we are 5-7
months away from being in a position to generate revenues, we will need to raise
additional funds for the future development of our business and to respond to
unanticipated requirements or expenses. Our current cash balances will be
extinguished by May 2008, provided we do not have any unanticipated expenses. We
do not currently have any arrangements for financing and we can provide no
assurance to investors we will be able to find such financing. There can be no
assurance that additional financing will be available to us, or on terms that
are acceptable. Consequently, we may not be able to proceed with our intended
business plans or complete the development and commercialization of our
interactive slideshow software.

If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will effect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, we carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and the Principal Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
produce a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures were, in fact, adequate and effective to ensure that material
information relating to the Company that is required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized, and reported within the
time periods specified in rules of the U. S. Securities and Exchange Commission
(the "Commission"), and accumulated and communicated to the Company's
management, including its Principal Executive Officer and Principal Accounting
Officer, to allow timely decisions regarding required disclosure.

(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's internal controls during the
Company's last fiscal quarter, the Company`s Principal Executive Officer and
Principal Accounting Officer have determined that there are no changes to the
Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially effect, the Company's internal
controls over financial reporting.

                                       12
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.

ITEM 1A. RISK FACTORS

We incorporate by reference the risk factors set forth in our Registration
Statement on Form SB-2, filed on June 19, 2007. We know of no changes that would
impact the content of the risk factors disclosed therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

  Exhibit
  Number                                Exhibit Description
  ------                                -------------------
   3.1 -       Certificate of Incorporation of the Company incorporated herein
               from Exhibit 3.1 of our Registration Statement of Form SB-2,
               filed on June 19, 2007, file number 333-143872.
   3.2 -       Bylaws of Company incorporated herein from Exhibit 3.2 of our
               Registration Statement of Form SB-2, filed on June 19, 2007, file
               number 333-143872.
   31.1 -      Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
               Officer*
   31.2 -      Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
               Officer*
   32.1 -      Section 1350 Certification of Principal Executive Officer*
   32.2 -      Section 1350 Certification of Principal Financial Officer*

----------
*  Filed herewith.

                                       13
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements 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.

                                    YOUR DIGITAL MEMORIES, INC.


January 3, 2008                     By: /s/ Aaron Bard
                                        ----------------------------------------
                                        Aaron Bard
                                        Chief Executive Officer


January 3, 2008                     By: /s/ Alan Sacks
                                        ----------------------------------------
                                        Alan Sacks
                                        Principal Financial Officers

                                       14