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 quarterly period ended February 29, 2008




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 No.  333-143644


______________




SUPPORTSPAN,
INC.


(Exact
name of small business issuer as specified in its charter)


______________




NEVADA
            20-8755674(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)422 Oakland Drive, Raleigh,
      NC
            27609(Address
      of principal executive offices)
            (Zip
      Code)




919-782-5155(Issuer’s
      telephone number)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 14, 2008: 5,651,000 shares of common stock.




Transitional
Small Business Disclosure Format (check one): Yes o No x





















TABLE
OF CONTENTS




PART
      I - FINANCIAL INFORMATIONItem
      1.  Financial InformationItem
      2.  Management’s Discussion and Analysis or Plan of
      OperationItem
      3.  Controls and ProceduresPART
      II -OTHER INFORMATIONItem
      1.  Legal Proceedings.Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.Item
      3.  Defaults Upon Senior Securities.Item
      4.  Submission of Matters to a Vote of Security
    Holders.Item
      5.  Other Information.Item
      6.  Exhibits and Reports of Form 8-K.SIGNATURES










2












PART
I - FINANCIAL INFORMATION





Item 1.Financial
Information






SUPPORTSPAN,
INC.


(a
development stage company)








3






SUPPORTSPAN,
      INC.(A
      DEVELOPMENT STAGE COMPANY)CONDENSED
      BALANCE SHEETAS
      OF FEBRUARY 29, 2008(UNAUDITED)ASSETSCURRENT
      ASSETSCash
              
              $
              3,273Prepaid
      expense
              
              
              3,333TOTAL
      CURRENT ASSETS
              
              
              6,606Property
      and equipment(net)
              
              
              4,444TOTAL
      ASSETS
              
              $
              11,050LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              1,325Deferred
      revenue
              
              
              1,710Advances-related
      party
              
              
              1,100TOTAL
      CURRENT LIABILITIES
              
              
              4,135STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.0001par value, 10,000,000 shares authorized,none
      issued and outstanding
              
              
              -Common
      stock, $0.0001 par value, 100,000,000 shares authorized,5,651,000
      shares issued and outstanding
              
              
              565Additional
      paid-in capital
              
              
              82,735Accumulated
      deficit during development stage
              
              
              (76,385
              )TOTAL
      STOCKHOLDERS' EQUITY
              
              
              6,915TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              11,050












4






SUPPORTSPAN,
      INC.(A
      DEVELOPMENT STAGE COMPANY)CONDENSED
      STATEMENT OF OPERATIONS(UNAUDITED)
              
              For
      The Three
              
              
              For
      The Nine
              
              
              For
      The PeriodMonths
      Ended
              
              
              Months
      Ended
              
              
              March
      13, 2007 (Inception)February
      29, 2008
              
              
              February
      29, 2008
              
              
              to
      February 29, 2008REVENUES
              
              $
              855
              
              
              
              1,710
              
              
              $
              1,710EXPENSESAmortization
      expense
              
              
              417
              
              
              
              556
              
              
              
              556General
      and administrative
              
              
              2,800
              
              
              
              8,923
              
              
              
              8,923Officer's
      salary
              
              
              4,100
              
              
              
              12,300
              
              
              
              15,800Professional
      Fees
              
              
              3,855
              
              
              
              39,916
              
              
              
              50,916Rent
              
              
              500
              
              
              
              1,500
              
              
              
              1,900Total
      Expenses
              
              
              11,672
              
              
              
              63,195
              
              
              
              78,095LOSS
      FROM OPERATIONS (BEFORE TAXES)
              
              
              (10,817
              )
              
              
              (61,485
              )
              
              
              (76,385
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (10,817
              )
              
              
              (61,485
              )
              
              $
              (76,385
              )NET
      INCOME (LOSS) PER SHARE,BASIC
      AND DILUTED
              
              $
              -
              
              
              
              (0.01
              )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING,BASIC
      AND DILUTED
              
              
              5,651,000
              
              
              
              5,651,000











5






SUPPORTSPAN,
      INC.(A
      DEVELOPMENT STAGE COMPANY)CONDENSED
      STATEMENT OF STOCKHOLDERS' EQUITYFrom
      MARCH 13, 2007 (INCEPTION) TO FEBRUARY 29, 2008(UNAUDITED)AccumulatedDeficit
              
              
              TotalAdditional
              
              
              During
              
              
              Stockholders'Preferred
      Stock
              
              
              Common
      Stock
              
              
              Paid-in
              
              
              Development
              
              
              EquityBalance,
      March 13, 2007 (Inception)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Shares
      issued to founders at $0.0001 per share
              
              
              -
              
              
              
              -
              
              
              
              5,000,000
              
              
              
              500
              
              
              
              -
              
              
              
              -
              
              
              
              500Stock
      issued for cash at $0.10 per share
              
              
              -
              
              
              
              -
              
              
              
              651,000
              
              
              
              65
              
              
              
              65,035
              
              
              
              -
              
              
              
              65,100In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,500
              
              
              
              -
              
              
              
              3,500In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              400
              
              
              
              
              
              
              
              400Net
      loss for the period Inception to May 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (14,900
              )
              
              
              (14,900
              )Balance,
      May 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              5,651,000
              
              
              
              565
              
              
              
              68,935
              
              
              
              (14,900
              )
              
              
              54,600In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,100
              
              
              
              -
              
              
              
              4,100In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500
              
              
              
              
              
              
              
              500Net
      loss for the three months ended August 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (46,582
              )
              
              
              (46,582
              )Balance,
      August 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              5,651,000
              
              
              
              565
              
              
              
              73,535
              
              
              
              (61,482
              )
              
              
              12,618In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,100
              
              
              
              -
              
              
              
              4,100In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500
              
              
              
              
              
              
              
              500Net
      loss for the three months ended August 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,086
              )
              
              
              (4,086
              )Balance,
      November 30, 2007
              
              
              
              
              
              
              
              
              
              
              5,651,000
              
              
              
              565
              
              
              
              78,135
              
              
              
              (65,568
              )
              
              
              13,132In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,100
              
              
              
              -
              
              
              
              4,100In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500
              
              
              
              
              
              
              
              500Net
      loss for the three months ended February 29,2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,817
              )
              
              
              (10,817
              )Balance,
      February 29, 2008
              
              
              
              
              
              
              
              
              
              $
              5,651,000
              
              
              $
              565
              
              
              $
              82,735
              
              
              $
              (76,385
              )
              
              $
              6,915









6






SUPPORTSPAN, INC.(A
      DEVELOPMENT STAGE COMPANY)CONDENSED
      STATEMENT OF CASH FLOWS(UNAUDITED)For
      The Nine
              
              
              For
      The PeriodMonths
      Ended
              
              
              March
      13, 2007 (Inception)February
      29, 2008
              
              
              to
      February 29, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (61,485
              )
              
              $
              (76,385
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      expense
              
              
              556
              
              
              
              556In-kind
      contribution of rent
              
              
              1,500
              
              
              
              1,900In-kind
      contribution of services
              
              
              12,300
              
              
              
              15,800Changes
      in Assets and Liabilities(Increase)
      decrease in accounts receivable
              
              
              -
              
              
              
              -(Increase)
      decrease in prepaid expense
              
              
              (3,333
              )
              
              
              (3,333
              )Increase
      (Decrease) in deferred revenue
              
              
              1,710
              
              
              
              1,710Increase
      (Decrease) in accounts payable
              
              
              1,325
              
              
              
              1,325Net
      cash used in operating activities
              
              
              (47,427
              )
              
              
              (58,427
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              (5,000
              )
              
              
              (5,000
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              65,600Proceeds
      from advances-related party
              
              
              -
              
              
              
              1,100Net
      cash provided by financing activities
              
              
              -
              
              
              
              66,700NET
      INCREASE (DECREASE) IN CASH
              
              
              (52,427
              )
              
              
              3,273CASH,
      BEGINNING OF PERIOD
              
              
              55,700
              
              
              
              -CASH,
      END OF PERIOD
              
              $
              3,273
              
              
              $
              3,273SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -











7




SUPPORTSPAN,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF FEBRUARY 29,
2008
   NOTE
      1
                  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES AND
  ORGANIZATION


(A) Basis of
Presentation
  The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in The United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information.  Accordingly, they do not include all
the information necessary for a comprehensive presentation of financial position
and results of operations.
  It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation.  The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
 
 (B)
Organization
 
 SupportSpan,
Inc. (a development stage company) (the “Company”) was incorporated under the
laws of the State of Nevada on March 13, 2007 The Company was organized to
provide on-line remote support services to small businesses and self-employed
professionals. Activities during the development stage include developing the
business plan and raising capital.
 
 (C) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
 
 (D) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
  (E) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of February 29, 2008, there were no common share
equivalents outstanding.
 
 (F) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (G) Revenue
Recognition
  Revenue
from support services is recognized when earned and realizable, which is when
persuasive evidence of an arrangement exists, services, if requested by the
customers, have been rendered and are determinable, and collectability is
reasonably assured. Revenue from telephone support service contracts is
recognized as the services are provided, determined on an hourly
basis.
    8
 SUPPORTSPAN,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF FEBRUARY 29,
2008
   (H) Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial state.
  NOTE
      2
                GOING
      CONCERN
 As
reflected in the accompanying financial statements, the Company is in the
development stage with a loss from operations and a negative cash flow from
operations of $76,385 and $58,427 from inception, respectively. This raises
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company’s
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 NOTE
      3
              ADVANCES-
      RELATED PARTY
 
 During
2007, stockholders of the Company paid $1,100 for operating expenses on behalf
of the Company. The total loans of $1,100 are payable on demand, non-interest
bearing and unsecured.
 
  9
  SUPPORTSPAN,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF FEBRUARY 29,
2008
  NOTE
      4
                STOCKHOLDERS’
      EQUITY
 (A) Common Stock Issued for
Cash
 
 On April
3, 2007, the Company issued 5,000,000 shares of common stock to its founder for
cash of $500 ($0.0001 per share).
 
 During
the period from March 13, 2007 (Inception) to February 29, 2008, the Company
issued 651,000 shares of common stock for cash of $65,100 ($.10 per
share).
 (B) In-kind Contribution of
Services
 
 During
the period from March 13, 2007 (Inception) to February 29, 2008, the Company’s
president contributed services and payment of office expenses with a fair value
of $15,800 and $1,900 respectively.
 NOTE
      5
              RELATED
      PARTY TRANSACTIONS
 
 The
president of the Company received 5,000,000 shares of common stock for cash of
$500 ($0.0001 per share) (See Note 4).
 
 During
2007, stockholders of the Company paid $1,100 for operating expenses on behalf
of the Company.
 
 The total
advances of $1,100 are payable on demand, non-interest bearing and unsecured
(see Note 3).
  During
the period from March 13, 2007 (Inception) to February 29, 2008 the Company’s
president contributed services and office expenses with a fair value of $15,800
and $1,900 respectively (See Note 4).







10





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





Plan of
Operation




SupportSpan,
Inc., a Nevada Corporation was formed on March 13, 2007. We are a tech-support
firm that will provide on-line remote support services to small businesses and
self-employed professionals. Initially, Information Technology (IT) services
will be supplied by our President, Mr. D. Chad Allison on an as needed basis.
Clients will receive our assistance by contacting our virtual call center where
technician(s) will be available to diagnose and resolve issues through the use
of remote screen-sharing software. Mr. Allison intends to hire additional IT
specialists as our client base expands.




The
financial statements included in this Form 10-QSB have been prepared in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern.  We
have generated limited operating revenues, we expect to generate
operating losses during some or all of our planned development stages, and have
a negative cash flow from operations, which raises substantial doubt about our
ability to continue as a going concern. In view of these matters, our ability to
continue as a going concern is dependent upon our ability to meet our financial
requirements, raise additional capital, and the success of our future
operations.





During
the next twelve to thirty six months, we expect to take the following steps in
connection with the further development of our business and the implementation
of our plan of operations:





We are a
start-up corporation and have not yet generated or realized any revenues from
our business operations. We will not be conducting any product research or
development. Further we do not expect significant changes in the number of
employees. Our specific goal is to complete the development of our website,
assemble a client database and form strategic partnerships with related product
providers. We intend to accomplish the foregoing through the following
milestones:





1. We
intend to establish our office and acquire the equipment we need to begin
operations. Establishing our offices will take 30-60 days. We believe that it
will cost $10,000 to establish our office. We do not intend to hire employees.
Our sole officer and director will handle our administrative
duties.





2. After
our office is established, we intend to contact potential partnership
relationship partners with computer hardware repair companies in various
strategic markets. The intent is to gauge their interest in offering their
products and services on our website. We plan to attend industry trade shows
that are oriented towards meeting new alliance partners and creating
opportunities for us to develop important relationships. We also paid
$5,000 to hire an outside web designer who has  developed our website.
The negotiation of additional alliances with service providers and the
development of the website will be ongoing during the life of our operations. As
more service providers are added and as our customer database expands, we will
have to be continually upgrading the website. As additional alliances are
negotiated with service providers, we will up-grade the website. As our customer
base increases we will up-grade the database. Both upgrades will be ongoing
during the life of our operations.





3.
 Since our website is now operational we have begun to market our
website. We will review, select and employ effective traditional sources such as
trade magazines, conventions and conferences, newspaper advertising, telephone
directories and flyers / mailers. We will also attend tradeshows and
conferences. Initially we will aggressively court the key database of contacts
provided by our president, D. Chad Allison. We may utilize inbound links that
connect directly to our website from other sites.





Potential
clients can simply click on these links to become connected to our website from
search engines and community and affinity sites. We believe that it will cost a
minimum of $10,000 for our marketing campaign. Marketing is an ongoing matter
that will continue during the life of our operations. We also believe that we
should begin to see results from our marketing campaign within 30 days from its
initiation.





4. 
We have already begun generating fees from our on-line remote support
services.




If we are
unable to attract clients to use our on-line services, or if we are unable to
negotiate suitable terms with service providers or strategic partners to enable
cooperative advertising, we may have to suspend or cease operations. If we
cannot generate sufficient revenues to continue operations, we will suspend or
cease operations. If we cease operations, we do not know what we will do and we
do not have any plans to do anything else.






11








Results of
Operation




We did
not have any operating income from inception through February 29, 2008. For the
nine months ended February 29, 2008, the registrant recognized a net loss of
$61,485 and for the period from inception through February 29, 2008, we
recognized net loss of $76,385. Expenses for the quarter were comprised of costs
mainly associated with legal, accounting and office.




Liquidity and Capital
Resources




At
February 29, 2008, we had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
operations. We currently have $3,273 of cash. We believe we can not satisfy our
cash requirements for the next twelve months with our current cash and expected
revenues and the completion of our plan of operation is subject to attaining
adequate revenue. We cannot assure investors that adequate revenues will be
generated. In the absence of our projected revenues, we may be unable to proceed
with our plan of operations. Even without adequate revenues within the next
twelve months, we still anticipate being able to continue with our present
activities, but we may require financing to potentially achieve our profit,
revenue, and growth goals.


We
anticipate that our operational, and general & administrative expenses for
the next 12 months will total approximately $30,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business
plan.





In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services. Should this occur, we
would likely seek additional financing to support the continued operation of our
business. We anticipate that depending on market conditions and our plan of
operations, we may incur operating losses in the foreseeable future. Therefore,
our auditors have raised substantial doubt about our ability to continue as a
going concern.




We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we
have recently begun to explore our options regarding the development of a new
business plan and direction. We are currently engaged in discussions with a
company regarding the possibility of a reverse triangular merger (the “Merger”)
involving our company. At this stage, no definitive terms have been agreed to,
and neither party is currently bound to proceed with the Merger.





Critical Accounting
Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.




Recent Accounting
Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of
operations.






12






In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value
Measurements”.The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial state.





Off-Balance Sheet
Arrangements




We have
no off-balance sheet arrangements.





Item
3. Controls and
Procedures




Evaluation of disclosure
controls and procedures




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of February 29, 2008. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports 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’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure





Changes in internal
controls




There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended February 29, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.






13








PART
II - OTHER INFORMATION





Item 1.Legal
Proceedings.




We are
currently not a party to any pending legal proceedings and no such actions by,
or to the best of our knowledge, against us have been threatened.




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




None





Item
3. Defaults Upon Senior
Securities.




None





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




No matter
was submitted during the quarter ending February 29, 2008, covered by this
report to a vote of our shareholders, through the solicitation of proxies or
otherwise.





Item 5.Other
Information.




None





Item
6. Exhibits and Reports
of Form 8-K.




(a)
            Reports
      on Form 8-K and Form 8K-ANone(b)
            ExhibitsExhibit
      Number
            Exhibit
      Title31.1
            Certification
      of D. Chad Allison pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of D. Chad Allison pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.








14




SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.




SUPPORTSPAN,
      INC.By:
            /s/ D. Chad
      AllisonD.
      Chad Allison
              Chief
      Executive Officer
              Chief
      Financial OfficerDated:
            April
      14, 2008