**United
      States**


**Securities
      and Exchange Commission**


Washington,
      D.C. 20549





**Form
      10-QSB**





(Mark
      One)




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





For
      the
      quarterly period ended **February
      29, 2008**





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




For
      the
      transition period from ___________ to ___________




Commission
      file number 333-143931





**GEEKS
      ON CALL HOLDINGS, INC.**


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





**Delaware**
            
            **20-8097265**(State
                    or other jurisdiction of
                  incorporation
                    or organization)
            
            (I.R.S.
                    Employer
                  Identification
                    No.)





**814
      Kempsville Road Suite 106, Norfolk, VA 23502**


(Address
      of principal executive offices)





**(757)
      466-3448**


Issuer’s
      telephone number





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirement 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 Exchange Act).


Yes o No x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:





**Common
                Stock, $.001 par value**
            
            **13,800,000**(Class)
            
            (Outstanding
                at April 14, 2008)





Transitional
      Small Business Disclosures Format (Check one): Yes o No x









**GEEKS
      ON CALL HOLDINGS, INC** .





**TABLE
      OF CONTENTS**





Page**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1.
            Financial
                Statements (Unaudited)
            
            3Condensed
                Consolidated Balance Sheets as of February 29, 2008 and August 31,
                2007
            
            3Condensed
                Consolidated Statements of Operations for the Three and Six Months
                Ended
                February 29, 2008 and February 28, 2007
            
            4Condensed
                Consolidated Statements of Stockholders’ Equity (Deficit) for the Year
                Ended August 31, 2007 and Six Months Ended February 29,
                2008
            
            5Condensed
                Consolidated Statements of Cash Flows for the Six Months Ended February
                29, 2008 and February 28, 2007
            
            6Notes
                to Unaudited Condensed Consolidated Financial Statements
            
            7Item
                2.
            Management’s
                Discussion and Analysis
            
            20Item
                3.
            Controls
                and Procedures
            
            25**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            
            26Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            26Item
                3
            Defaults
                upon Senior Securities
            
            26Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            26Item
                5.
            Other
                Information
            
            26Item
                6.
            Exhibits
            
            26Signatures
            
            
            27





2




**PART
      I.**  **FINANCIAL
      INFORMATION**





**ITEM
      1.**   **FINANCIAL
      STATEMENTS**




**GEEKS
                ON CALL HOLDINGS, INC.****CONDENSED
                CONSOLIDATED BALANCE SHEETS**




February
                29,
            
            August
                31,2008
            
            2007ASSETS
            ****
            (unaudited)
            
            (audited)Current
                assets:Cash
                and cash equivalents
            
            $
            1,363,875
            
            $
            280,846Accounts
                receivable, net of allowance for doubtful accounts of $36,519 and
                $15,893,
                respectively
            
            
            301,781
            
            
            248,091Notes
                receivable, current portion
            
            
            88,196
            
            
            145,892Lease
                receivable, current portion
            
            
            14,725
            
            
            -Employee
                advances
            
            
            65,761
            
            
            -Prepaid
                expenses and other current assets
            
            
            458,779
            
            
            255,402Total
                current assets
            
            
            2,293,117
            
            
            930,231Property
                and equipment, net of accumulated depreciation of $651,166 and $578,108,
                respectively
            
            
            485,573
            
            
            483,857Other
                assets:Deposits
            
            
            1,784
            
            
            1,784Notes
                receivable, long term portion
            
            
            431,621
            
            
            406,999Lease
                receivable, long term portion
            
            
            8,550
            
            
            -Trademarks,
                net of accumulated amortization of $6,211 and $5,733,
                respectively
            
            
            8,122
            
            
            8,600Total
                other assets
            
            
            450,077
            
            
            417,383Total
                Assets
            
            $
            3,228,767
            
            $
            1,831,471LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            1,081,080
            
            $
            1,142,087Line
                of credit
            
            
            -
            
            
            200,000Obligation
                under capital lease, current portion
            
            
            92,167
            
            
            53,909Deferred
                franchise and initial advertising fees
            
            
            141,607
            
            
            271,450Total
                current liabilities
            
            
            1,314,854
            
            
            1,667,446Long-term
                liabilities:Obligation
                under capital lease, long term portion
            
            
            26,955
            
            
            53,909Shares
                subject to mandatory redemption
            
            
            -
            
            
            685,000Deferred
                rent expense
            
            
            51,379
            
            
            50,914Total
                liabilities
            
            
            1,393,188
            
            
            2,457,269STOCKHOLDERS'
                EQUITY ( DEFICIT)Preferred
                stock, par value $0.001; authorized 10,000,000 shares, none issued
                and
                outstanding
            
            
            -
            
            
            -Preferred
                stock Class B, no par value; authorized 167,130 shares; issued and
                outstanding as of February 29, 2008 and August 31, 2007: -0- and
                160,404
                shares, respectively
            
            
            -
            
            
            2,152,417Preferred
                stock Class C, no par value; authorized 128,870 shares; issued and
                outstanding as of February 29, 2008 and August 31, 2007: -0- and
                119,784
                shares, respectively
            
            
            -
            
            
            741,291Common
                stock, par value of $0.001; authorized 100,000,000 and 5,000,000
                shares respectively; Issued and outstanding as of February 29, 2008
                and
                August 31, 2007: 13,800,000 and 4,707,229 shares,
                respectively
            
            
            13,800
            
            
            4,707Additional
                paid-in capital
            
            
            8,859,558
            
            
            1,846,446Accumulated
                deficit
            
            
            (7,037,779
            )
            
            (5,370,659
            )Total
                stockholders' equity (deficit)
            
            
            1,835,579
            
            
            (625,798
            )Total
                liabilities and stockholders' equity (deficit)
            
            $
            3,228,767
            
            $
            1,831,471





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




3




**GEEKS
                ON CALL HOLDINGS, INC****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS****(unaudited)**




Three
                months ended
            
            Six
                months endedFebruary
                29,
            
            February
                28,
            
            February
                29,
            
            February
                28,2008
            
            2007
            
            2008
            
            2007REVENUES:Franchise,
                area developer and initial advertising fees
            
            $
            141,055
            
            $
            342,165
            
            $
            403,865
            
            $
            491,712Royalties
                and advertising fees
            
            
            1,259,378
            
            
            1,463,736
            
            
            2,576,579
            
            
            2,966,594Other
            
            
            10,630
            
            
            19,236
            
            
            35,690
            
            
            30,103Total
                revenue
            
            
            1,411,063
            
            
            1,825,137
            
            
            3,016,134
            
            
            3,488,409OPERATING
                EXPENSES:Selling,
                general and administrative expenses
            
            
            1,688,374
            
            
            924,880
            
            
            2,666,395
            
            
            1,867,477Advertising
                expense
            
            
            873,622
            
            
            930,718
            
            
            1,872,321
            
            
            1,786,808Depreciation
                and amortization
            
            
            37,150
            
            
            41,749
            
            
            73,536
            
            
            86,470Total
                operating expenses
            
            
            2,599,146
            
            
            1,897,347
            
            
            4,612,252
            
            
            3,740,755Loss
                from operations
            
            
            (1,188,083
            )
            
            (72,210
            )
            
            (1,596,118
            )
            
            (252,346
            )Other
                income (expense):Other
                income
            
            
            4,275
            
            
            -
            
            
            4,275
            
            
            -Dividends
                on mandatorily redeemable preferred stock
            
            
            10,862
            
            
            -
            
            
            (6,340
            )
            
            -Interest
                income (expense), net
            
            
            (364
            )
            
            (13,900
            )
            
            55
            
            
            (21,547
            )Net
                loss before provision for income taxes
            
            
            (1,173,310
            )
            
            (86,110
            )
            
            (1,598,128
            )
            
            (273,893
            )Income
                taxes (benefit)
            
            
            -
            
            
            -
            
            
            -
            
            
            -NET
                LOSS
            
            
            (1,173,310
            )
            
            (86,110
            )
            
            (1,598,128
            )
            
            (273,893
            )Preferred
                stock dividend
            
            
            9,199
            
            
            58,672
            
            
            68,992
            
            
            118,465NET
                LOSS AVAILABLE TO COMMON STOCKHOLDERS
            
            $
            (1,182,509
            )
            $
            (144,782
            )
            $
            (1,667,120
            )
            $
            (392,358
            )Loss
                per shares, basic and diluted
            
            $
            (0.16
            )
            $
            (0.03
            )
            $
            (0.28
            )
            $
            (0.08
            )Weighted
                average number of common shares outstanding, basic and
                diluted
            
            
            7,370,627
            
            
            4,703,122
            
            
            6,038,933
            
            
            4,703,122




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




4




**GEEKS
                ON CALL HOLDINGS, INC****CONDENSED
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                (DEFICIT)****YEAR
                ENDED AUGUST 31, 2007 AND FOR THE SIX MONTHS ENDED FEBRUARY 29,
                2008****(unaudited)**




Common
                stock
            
            Preferred
                stock,
              Class
                A
            
            Preferred
                stock,
              Class
                B
            
            Preferred
                stock,
              Class
                C
            
            Additional
                  Paid in
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalAdjusted
                for recapitalization:Balance,
                September 1, 2006, adjusted for fractional shares issued in conjunction
                with merger on February 8, 2008
            
            
            4,703,158
            
            $
            4,703
            
            
            -
            
            $
            -
            
            
            160,404
            
            $
            1,979,661
            
            
            119,784
            
            $
            674,212
            
            $
            1,836,832
            
            $
            (3,983,170
            )
            $
            512,238Issuance
                of common stock to employees
            
            
            4,071
            
            
            4
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            9,614
            
            
            -
            
            
            9,618Preferred
                stock dividend
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            172,756
            
            
            -
            
            
            67,079
            
            
            
            
            
            (239,835
            )
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,147,654
            )
            
            (1,147,654
            )Balance,
                August 31, 2007
            
            
            4,707,229
            
            
            4,707
            
            
            -
            
            
            -
            
            
            160,404
            
            
            2,152,417
            
            
            119,784
            
            
            741,291
            
            
            1,846,446
            
            
            (5,370,659
            )
            
            (625,798
            )Fractional
                shares adjustment
            
            
            10
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Preferred
                stock dividend
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            49,696
            
            
            -
            
            
            19,296
            
            
            -
            
            
            (68,992
            )
            
            -Common
                stock issued in exchange for conversion of Series B preferred stock
                and
                accrued dividends on December 14, 2007
            
            
            2,097,756
            
            
            2,098
            
            
            -
            
            
            -
            
            
            (160,404
            )
            
            (2,202,113
            )
            
            -
            
            
            -
            
            
            2,200,015
            
            
            -
            
            
            -Common
                stock issued in exchange for conversion of Series C preferred stock
                and
                accrued dividends on December 14, 2007
            
            
            655,475
            
            
            656
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (119,784
            )
            
            (760,587
            )
            
            759,931
            
            
            -
            
            
            -Common
                stock issued in exchange for conversion of Series D redeemable preferred
                stock and accrued dividends on December 14, 2007
            
            
            552,225
            
            
            552
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            620,160
            
            
            -
            
            
            620,712Cancellation
                of previously issued common stock for services rendered
            
            
            (12,695
            )
            
            (13
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (23,087
            )
            
            -
            
            
            (23,100
            )Effect
                of merger with Geeks On Call Holdings, Inc.(formerly
                Lightview, Inc.) on February 8, 2008
            
            
            2,150,000
            
            
            2,150
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,150
            )
            
            -
            
            
            -Sale
                of common stock
            
            
            3,650,000
            
            
            3,650
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,193,253
            
            
            -
            
            
            3,196,903Fair
                value of vested options to employees
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            264,990
            
            
            -
            
            
            264,990Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,598,128
            )
            
            (1,598,128
            )Balance,
                February 29, 2008
            
            
            13,800,000
            
            
            13,800
            
            
            -
            
            
            -
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            8,859,558
            
            $
            (7,037,779
            )
            $
            1,835,579




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




5




**GEEKS
                ON CALL HOLDINGS, INC****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS****(unaudited)**




Six
                months endedFebruary
                29,
            
            February
                28,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (1,598,128
            )
            $
            (273,893
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            73,536
            
            
            86,470Bad
                debt expense
            
            
            64,022
            
            
            -Fair
                value of vested options issued to employees
            
            
            264,990
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (117,712
            )
            
            33,947Prepaid
                expenses and other current assets
            
            
            (203,377
            )
            
            (351,557
            )Employee
                advances
            
            
            (65,761
            )
            
            -Deposits
                and other assets
            
            
            -
            
            
            25,000Accounts
                payable and accrued liabilities
            
            
            (15,295
            )
            
            84,393Deferred
                franchise fees
            
            
            (129,843
            )
            
            (77,930
            )Deferred
                rent expense
            
            
            465
            
            
            2,081Net
                cash used in operating activities
            
            
            (1,727,103
            )
            
            (471,489
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of investments
            
            
            -
            
            
            43,239Issuance
                (repayments) of loans to franchisees and others, net
            
            
            9,799
            
            
            (231,170
            )Purchase
                of plant and equipment
            
            
            (74,774
            )
            
            (51,276
            )Net
                cash used in investing activities
            
            
            (64,975
            )
            
            (239,207
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Redemption
                of common stock
            
            
            (23,100
            )
            
            -Repayment
                of note obligation
            
            
            (110,000
            )
            
            -Repayment
                of credit line
            
            
            (200,000
            )Proceeds
                (repayments) of capital lease obligation
            
            
            11,304
            
            
            (84,450
            )Proceeds
                from issuance of shares subject to mandatory redemption
            
            
            -
            
            
            385,000Repayments
                (advances) to preferred stockholders
            
            
            -
            
            
            (57,500
            )Proceeds
                from sale of common stock
            
            
            3,196,903
            
            
            -Net
                cash provided by financing activities
            
            
            2,875,107
            
            
            243,050Net
                increase (decrease) in cash and cash equivalents
            
            
            1,083,029
            
            
            (467,646
            )Cash
                and cash equivalents, beginning of period
            
            
            280,846
            
            
            667,856Cash
                and cash equivalents, end of period
            
            $
            1,363,875
            
            $
            200,210Supplement
                schedule of cash flow informationInterest
                paid
            
            $
            14,719
            
            $
            9,165Income
                taxes paid
            
            $
            -
            
            $
            -SUPPLEMENTAL
                SCHEDULE OF NON CASH INVESTING AND FINANCING
                ACTIVITIES:Fair
                value of options issued to employees
            
            $
            264,990
            
            $
            -




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




6




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





General





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-QSB, and therefore,
      do
      not include all the information necessary for a fair presentation of financial
      position, results of operations and cash flows in conformity with generally
      accepted accounting principles.




In
      the
      opinion of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. Operating
      results for the three and six month periods ended February 29, 2008 are not
      necessarily indicative of the results that may be expected for the fiscal year
      ending August 31, 2008. The unaudited condensed consolidated financial
      statements should be read in conjunction with the August 31, 2007 financial
      statements and footnotes thereto included in the Company's current report
      on Form 8-K filed with the Securities and Exchange Commission on February
      13, 2008.




Business
        and Basis of Presentation
 
 Geeks
        On
        Call America, Inc. was incorporated under the laws of the State of Virginia
        on
        June 11, 2001 and subsequently reincorporated on December 14, 2007 under
        the
        laws of the State of Delaware. The Company provides quick-response, on-site
        computer solutions and telephone technical support (including services,
        on-going, support and training) primarily to small to medium business
        enterprises and residential computer users in the United States. On-site
        solutions are provided through a network of independent franchisees who are
        certified IT solutions providers conducting business under the trade names
        1 800
        905 GEEK and Geeks On Call®. While the Company has generated revenues from its
        franchise operations, the Company has incurred expenses, and sustained losses.
        Consequently, its operations are subject to all risks inherent in the
        establishment of a new business enterprise. As of February 29, 2008, the
        Company
        has accumulated losses of $7,037,779.
 
 The
        condensed consolidated financial statements include the accounts of the Company,
        which is now named Geeks On Call Holdings, Inc., the registrant (formerly
        Lightview, Inc.) and Geeks On Call America, Inc., the wholly - owned subsidiary
        of Geeks On Call Holdings, Inc. (the “Company”). All significant intercompany
        balances and transactions have been eliminated in consolidation.
 
 Merger
        and Corporate Restructure
 
 On
        February 8, 2008, the Company consummated a reverse merger by entering into
        an
        Agreement of Merger and Plan of Reorganization (“Merger”) with the stockholders
        of Geeks On Call America, Inc. (the “Share Exchange”), pursuant to which the
        stockholders of Geeks On Call America, Inc. (“Geeks”) exchanged all of the
        issued and outstanding capital stock of Geeks for 8,000,000 shares of common
        stock of Geeks On Call Holdings Inc., representing 79% of Geeks On Call
        Holdings, Inc.’s (the “ Parent”) outstanding capital stock, after the return to
        treasury and retirement of 2,866,667 shares of common stock of the Parent
        held
        by certain stockholders of the Parent made concurrently with the share exchange.
        Upon consummation of the Merger, Geeks became a wholly-owned subsidiary of
        the
        Parent (the “Company”).
 
 The
        acquisition is accounted for as a “reverse acquisition”, since the stockholders
        of Geeks owned a majority of the Parent’s common stock immediately following the
        transaction. The combination of the two companies is recorded as a
        recapitalization of Geeks pursuant to which Geeks is treated as the surviving
        and continuing entity although the Parent is the legal acquirer. Accordingly,
        the Company’s historical financial statements are those of Geeks. The Company
        did not recognize goodwill or any intangible assets in connection with this
        transaction.
 
 All
        references to common stock, share and per share amounts have been retroactively
        restated to reflect the reverse acquisition as if the transaction had taken
        place as of the beginning of the earliest period presented.


7





**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)**





The
      total
      consideration paid was $-0- and the significant components of the transaction
      are as follows:




Geeks
                On Call Holdings, Inc. (Formerly named Lightview, Inc.)
              Summary
                Statement of Financial Position
              At
                February 8, 2008Assets:
            
            $
            -0-Liabilities:Net
                liabilities assumed
            
            $
            -0-Total
                consideration:
            
            $
            -0-





Revenue
      Recognition





The
      Company accounts for revenue under the guidance provided by SFAS No. 45 , “Accounting
      for Franchise Fee Revenue (as amended)” and EITF 00-21, “Revenue Arrangements
      With Multiple Deliverables”.





Franchise
      fee revenue is recognized when obligations of the Company to prepare the
      franchisee for operations have been substantially completed, with an appropriate
      provision for estimated uncollectible amounts. Area developer sales, wherein
      the
      Company sells the rights to develop a territory or market, are nonrefundable
      fees recognized upon signature of the Area Development Agreement and substantial
      completion of all obligations associated with the opening of the first franchise
      under the agreement. Initial advertising fees are recognized when the territory
      is open and the related advertising has been performed. Ongoing royalties and
      advertising fees are recognized currently as the franchised territory generates
      sales and ongoing advertising is performed.





Repossessed
      Franchises





From
      time
      to time the Company may recover franchise rights through repossession if a
      franchisee decides not to open a franchise. If, for any reason, the Company
      refunds the consideration received, the original sale is canceled, and revenue
      previously recognized is accounted for as a reduction in revenue in the period
      the franchise is repossessed. If franchise rights are repossessed but no refund
      is made (a) the transaction is not regarded as a sale cancellation, (b) no
      adjustment is made to any previously recognized revenue, (c) any estimated
      uncollectible amounts resulting from unpaid receivables is provided for, and
      (d)
      any consideration retained for which revenue was not previously recognized
      is
      reported as revenue.





Deferred
      Franchise Fees





The
      Company may receive all or part of the initial franchise or advertising fee
      prior to the execution of the franchise agreement of completion of the earnings
      process. These amounts are classified as deferred revenue until the fee
      qualifies to be recognized as revenue or is refunded.




Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.




Cash
      and cash equivalents





For
      purposes of the Statements of Cash Flows, the Company considers all highly
      liquid debt instruments purchased with a maturity date of three months or less
      to be cash and cash equivalents. The Company had $1,363,875 in cash and cash
      equivalents at February 29, 2008.




8





**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)**





Allowance
      for doubtful accounts





The
      Company periodically reviews its trade and notes receivables in determining
      its
      allowance for doubtful accounts. As of February 29, 2008 and August 31, 2007
      allowance for doubtful accounts balance for trade receivables was $36,519 and
      15,893, respectively.





Inventories





Inventories,
      totaling $134,992 and $69,453 as of February 29, 2008 and August 31, 2007,
      respectively, are stated at the lower of cost (first in, first out) or net
      realizable value, and consist primarily of products for sale to franchisees,
      business forms, marketing and promotional supplies for sale to the Company’s
      franchisees. Inventories are included in prepaid expenses and other current
      assets in the accompanying balance sheet.





Concentration
      of Credit Risk





Financial
      instruments and related items, which potentially subject the Company to
      concentrations of credit risk, consist primarily of cash and cash equivalents,
      trade receivable and notes receivable. The Company keeps its cash and temporary
      cash investments with high credit quality institutions. At times, such
      investments may be in excess of the FDIC insurance limit.





Property
      and Equipment





Property
      and equipment are recorded at cost and depreciated over their estimated useful
      lives using the straight-line method as follows:


Office
                  furniture and equipment
              
              10
                  yearsComputer
                  equipment
              
              5
                  yearsVehicles
              
              5
                  yearsSoftware
              
              3
                  yearsLeasehold
                  improvements
              
              lesser
                  of lease terms or 7
                  years




Expenditures
      for repairs and maintenance which do not materially extend the useful lives
      of
      property and equipment are charged to operations. When property or equipment
      is
      sold or otherwise disposed of, the cost and related accumulated depreciation
      are
      removed from the respective accounts with the resulting gain or loss reflected
      in operations. Management periodically reviews the carrying value of its
      property and equipment for impairment. The property and equipment had not
      incurred any impairment loss at February 29, 2008.





Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred. The Company charged to operations $873,622 and $930,718 as advertising
      costs for the three-month periods ended February 29 2008 and February 28, 2007,
      respectively and $1,872,321 and $1,786,808 for the six-month periods ended
      February 29, 2008 and February 28, 2007, respectively.




9




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)**





Impairment
      of Long-Lived Assets





The
      Company follows Statement of Financial Accounting Standards No. 144,
“ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”
(“SFAS
      No. 144”). SFAS No. 144 requires that long-lived assets and certain identifiable
      intangibles held and used by the Company be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Events relating to recoverability may include
      significant unfavorable changes in business conditions, recurring losses, or a
      forecasted inability to achieve break-even operating results over an extended
      period. The Company evaluates the recoverability of long-lived assets based
      upon
      forecasted discounted cash flows. Should impairment in value be indicated,
      the
      carrying value of the long-lived assets and certain identifiable intangibles
      will be adjusted, based on estimates of future discounted cash flows resulting
      from the use and ultimate disposition of the asset. SFAS No. 144 also requires
      assets to be disposed of be reported at the lower of the carrying amount or
      the
      fair value less disposal costs.





Stock
      Based Compensation





On
      December 16, 2004, the FASB issued SFAS No. 123(R) (revised 2004), " *Share-Based
      Payment* "
      which
      is a revision of SFAS No. 123, " *Accounting
      for Stock-Based Compensation* ".
      SFAS
      No. 123(R) supersedes APB opinion No. 25, " *Accounting
      for Stock Issued to Employees* ",
      and
      amends SFAS No. 95, " *Statement
      of Cash Flows* ".
      Generally, the approach in SFAS No. 123(R) is similar to the approach described
      in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments
      to
      employees, including grants of employee stock options, to be recognized in
      the
      income statement based on their fair values. Pro-forma disclosure is no longer
      an alternative. The effective date for our application of SFAS No. 123(R) is
      September 1, 2006. Management has elected to apply SFAS No. 123(R) commencing
      on
      that date.




As
      more
      fully described in Note 11 below, the Company granted 2,275,000 and -0- stock
      options during the six-month period ended February 29, 2008 and February 28,
      2007, respectively to employees and directors of the Company under a
      non-qualified employee stock option plan.





As
      of
      February 29, 2008, 2,275,000 employee stock options were outstanding with
      300,000 exercisable.





Segment
      reporting





The
      Company follows SFAS No. 130, “ *Disclosures
      about Segments of an Enterprise and Related Information* ”.
      The
      Company operates as a single segment and will evaluate additional segment
      disclosure requirements as it expands its operations.





Income
      taxes





The
      Company follows SFAS No. 109, “ *Accounting
      for Income Taxes* ”
(SFAS
      No. 109) for recording the provision for income taxes. Deferred tax assets
      and
      liabilities are computed based upon the difference between the financial
      statement and income tax basis of assets and liabilities using the enacted
      marginal tax rate applicable when the related asset or liability is expected
      to
      be realized or settled. Deferred income tax expenses or benefits are based
      on
      the changes in the asset or liability during each period. If available evidence
      suggests that it is more likely than not that some portion or all of the
      deferred tax assets will not be realized, a valuation allowance is required
      to
      reduce the deferred tax assets to the amount that is more likely than not to
      be
      realized. Future changes in such valuation allowance are included in the
      provision for deferred income taxes in the period of change. Deferred income
      taxes may arise from temporary differences resulting from income and expense
      items reported for financial accounting and tax purposes in different periods.
      Deferred taxes are classified as current or non-current, depending on the
      classification of assets and liabilities to which they relate. Deferred taxes
      arising from temporary differences that are not related to an asset or liability
      are classified as current or non-current depending on the periods in which
      the
      temporary differences are expected to reverse.





10




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)**





Loss
      per share





In
      accordance with SFAS No. 128, “ *Earnings
      per Share* ”,
      the
      basic loss per share is computed by dividing loss available to common
      shareholders by the weighted average number of common shares outstanding.
      Diluted loss per share is computed similar to basic loss per share except that
      the denominator is increased to include the number of additional common shares
      that would have been outstanding as if the potential common shares had been
      issued and if the additional common shares were dilutive. Common equivalent
      shares are excluded from the computation of the diluted loss per share as their
      effect would be anti-dilutive.





The
      following common stock equivalents were excluded from the calculation of the
      diluted loss per share for the three and six month periods ended February 29,
      2008 and February 28, 2007 since the effect would have been
      anti-dilutive:





Three
                Months
              ended
                February 29,
              2008
            
            Three
                Months
              ended
                February 28,
              2007
            
            Six
                Months
              ended
                February 29,
              2008
            
            Six
                Months
              ended
                February 28,
              2007Warrants
            
            
            1,875,000
            
            
            -
            
            
            1,875,000
            
            
            -Stock
                options for common stock
            
            
            300,000
            
            
            -
            
            
            300,000
            
            
            -Class
                B preferred stock, if converted
            
            
            -
            
            
            1,969,742
            
            
            -
            
            
            1,969,742Class
                C preferred stock, if converted
            
            
            -
            
            
            619,480
            
            
            -
            
            
            619,480Total
            
            
            2,175,000
            
            
            2,589,222
            
            
            2,175,000
            
            
            2,589,222





Recent
      accounting pronouncements





In
      February 2006, the FASB issued SFAS No. 155, “ *Accounting* *for
      certain Hybrid Financial Instruments an amendment of FASB Statements No. 133
      and
      140”* (“SFAS
      No. 155”) *.* SFAS No.
      155 permits fair value remeasurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of SFAS No. 133, establishes a requirement to evaluate
      interests in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that contain
      an embedded derivative requiring bifurcation, clarifies that concentrations
      of
      credit risk in the form of subordination are not embedded derivatives, and
      amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. SFAS
      No.
      155 is effective for all financial instruments acquired or issued after the
      beginning of an entity’s first fiscal year that begins after September 15, 2006.
      The SFAS No. 155 did not have a material impact on the Company’s financial
      position, results of operations or cash flows.





In
      March
      2006, the FASB issued SFAS No. 156, “ *Accounting
      for Servicing of Financial Assets - an amendment to FASB Statement No.
      140* ”
(“SFAS
      No. 156”). SFAS No. 156 requires that an entity recognize a servicing asset or
      servicing liability each time it undertakes an obligation to service a financial
      asset by entering into a service contract under certain situations. The new
      standard is effective for fiscal years beginning after September 15, 2006.
      SFAS
      No.156 did not have a material impact on the Company's financial position,
      results of operations or cash flows.





In
      July
      2006, the FASB issued Interpretation No. 48, “ *Accounting* *for
      uncertainty in Income Taxes”* (“FIN
      No.
      48”). FIN No.
      48 clarifies the accounting for Income Taxes by prescribing the minimum
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. It also provides guidance on derecognition,
      measurement, classification, interest and penalties, accounting in interim
      periods, disclosure and transition and clearly scopes income taxes out of SFAS
      No. 5, “ *Accounting
      for Contingencies”.* FIN No.
      48 is effective for fiscal years beginning after December 15, 2006. The Company
      did not have a material impact on the Company's financial position, results
      of
      operations or cash flows.





11




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Recent
      accounting pronouncements (continued)





In
      September 2006, FASB issued its SFAS No. 157, “ *Fair
      Value Measurements* ”
(“SFAS
      No. 157”). SFAS No. 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosures about fair value measurements. SFAS No.157 applies under
      other accounting pronouncements that require or permit fair value measurements,
      the Board having previously concluded in those accounting pronouncements that
      fair value is the relevant measurement attribute. Accordingly, SFAS No. 157
      does
      not require any new fair value measurements. However, for some entities, the
      application of SFAS No. 157 will change current practice. SFAS No. 157 is
      effective for fiscal years beginning after November 15, 2007. The Company does
      not expect adoption of this standard will have a material impact on its
      financial position, results of operations or cash flows.





In
      September 2006 the FASB issued its SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans, an
      amendment of FASB Statements No. 87, 88, 106 and 132(R)* ”
(“SFAS
      No. 158”). SFAS No. 158 improves financial reporting by requiring an employer to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      in its statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a
      business entity or changes in unrestricted net assets of a not-for-profit
      organization. SFAS No. 158 also improves financial reporting by requiring an
      employer to measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The effective date
      for
      an employer with publicly traded equity securities is as of the end of the
      fiscal year ending after December 15, 2006. SFAS No. 158 did not have a material
      impact on its financial position, results of operations or cash
      flows.





In
      December 2006, the FASB issued FSP EITF 00-19-2, “ *Accounting
      for Registration Payment Arrangements* ”
      (“ FSP
      00-19 -2”)
      which addresses accounting for registration payment arrangements. FSP
      00-19 -2
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement, whether issued
      as a separate agreement or included as a provision of a financial instrument
      or
      other agreement, should be separately recognized and measured in accordance
      with
      SFAS No. 5, “Accounting for Contingencies”. FSP
      00-19 -2
      further clarifies that a financial instrument subject to a registration payment
      arrangement should be accounted for in accordance with other applicable
      generally accepted accounting principles without regard to the contingent
      obligation to transfer consideration pursuant to the registration payment
      arrangement. For registration payment arrangements and financial instruments
      subject to those arrangements that were entered into prior to the issuance
      of
      EITF 00-19-2, this guidance shall be effective for financial statements issued
      for fiscal years beginning after December 15, 2006 and interim periods within
      those fiscal years. The
      Company does not expect adoption of this standard will have a material impact
      on
      its financial position, results of operations or cash flows





In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ”
(“SFAS
      No. 159”). SFAS
      No.
      159 permits entities to choose to measure many financial instruments, and
      certain other items, at fair value. SFAS
      No.
      159 applies to reporting periods beginning after November 15, 2007. The adoption
      of SFAS No. 159 is not expected to have a material impact on the Company’s
      financial position, results of operations or cash flows.





In
      December 2007, the FASB issued SFAS No. 141(R), *"Business
      Combinations"* ("SFAS No. 141(R)"), which establishes principles and requirements for how
      an acquirer recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      an
      acquiree, including the recognition and measurement of goodwill acquired in
      a
      business combination. SFAS No. 141R is effective as of the beginning of the
      first fiscal year beginning on or after December 15, 2008. Earlier adoption
      is prohibited and the Company is currently evaluating the effect, if any, that
      the adoption will have on its financial position, results of operations or
      cash
      flows.




12




**GEEKS
      ON CALL HOLDINGS, INC**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Recent
      accounting pronouncements (continued)





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interest in Consolidated Financial Statements, an amendment of ARB
      No. 51"* ("SFAS
      No. 160"), which will change the accounting and reporting for minority
      interests, which will be recharacterized as noncontrolling interests and
      classified as a component of equity within the consolidated balance sheets.
      SFAS
      No. 160 is effective as of the beginning of the first fiscal year beginning
      on
      or after December 15, 2008. Earlier adoption is prohibited and the Company
      is currently evaluating the effect, if any, that the adoption will have on
      its
      financial position, results of operations or cash flows.





In
      June 2007, the Accounting Standards Executive Committee issued Statement of
      Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide
      Investment Companies and Accounting by Parent Companies and Equity Method
      Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1
      provides guidance for determining whether an entity is within the scope of
      the
      AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP
      07-1 was originally determined to be effective for fiscal years beginning on
      or
      after December 15, 2007, however, on February 6, 2008, FASB issued a
      final Staff Position indefinitely deferring the effective date and prohibiting
      early adoption of SOP 07-1 while addressing implementation issues.





In
      June
      2007, the FASB ratified the consensus in EITF Issue No. 07-3, “Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities” (EITF 07-3), which requires that
      nonrefundable advance payments for goods or services that will be used or
      rendered for future research and development (R&D) activities be deferred
      and amortized over the period that the goods are delivered or the related
      services are performed, subject to an assessment of recoverability.
      EITF 07-3 will be effective for fiscal years beginning after
      December 15, 2007. The Company does not expect that the adoption of
      EITF 07-3 will have a material impact on our consolidated financial
      position, results of operations or cash flows.





In
      December 2007, the FASB ratified the consensus in EITF Issue No. 07-1,
“Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1
      defines collaborative arrangements and requires collaborators to present the
      result of activities for which they act as the principal on a gross basis and
      report any payments received from (made to) the other collaborators based on
      other applicable authoritative accounting literature, and in the absence of
      other applicable authoritative literature, on a reasonable, rational and
      consistent accounting policy is to be elected. EITF 07-1 also provides for
      disclosures regarding the nature and purpose of the arrangement, the entity’s
      rights and obligations, the accounting policy for the arrangement and the income
      statement classification and amounts arising from the agreement. EITF 07-1
      will be effective for fiscal years beginning after December 15, 2008, which
      will be the Company’s fiscal year 2009, and will be applied as a change in
      accounting principle retrospectively for all collaborative arrangements existing
      as of the effective date. The Company has not yet evaluated the potential impact
      of adopting EITF 07-1 on our consolidated financial position, results of
      operations or cash flows.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force), the AICPA, and the SEC did not, or are not believed by
      management to, have a material impact on the Company’s present or future
      consolidated financial statements.





**NOTE
      2 - GOING CONCERN MATTERS**




The
      accompanying condensed consolidated financial statements have been prepared
      on a
      going concern basis, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. As shown in the
      accompanying financial statements, the Company incurred a net loss of $1,598,128
      and $273,893 for the six-month period ended February 29, 2008 and February
      28,
      2007, respectively. Additionally, the Company has negative cash flows from
      operation of $1,727,103 and an accumulated deficit of $7,037,779 as of February
      29, 2008. These factors among others may indicate that the Company will be
      unable to continue as a going concern for a reasonable period of time.




13




**GEEKS
      ON CALL HOLDINGS, INC**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**




**NOTE
      2 - GOING CONCERN MATTERS (continued)**





The
      Company’s continued existence is dependent upon management’s ability to develop
      profitable operations and resolve its liquidity problems. The accompanying
      financial statements do not include any adjustments relating to the
      recoverability and classification of asset carrying amounts or the amount and
      classification of liabilities that might result should the Company be unable
      to
      continue as a going concern.




The
      Company is actively pursuing additional equity financing through discussions
      with investment bankers and private investors. There can be no assurance that
      the Company will be successful in its effort to secure additional equity
      financing.





**NOTE
      3 - NOTES RECEIVABLE**





Note
      receivables are recorded at cost, less allowance for doubtful accounts, if
      applicable. Repayment of the notes receivable is dependent on the performance
      of
      the underlying franchises that collateralize the notes receivable. An allowance,
      if applicable, is estimated based on a comparison of amounts due to the
      estimated fair value of the underlying franchise. There is no allowance as
      of
      February 29, 2008 and August 31, 2007.





At
      February 29, 2008 and August 31, 2007, the notes receivable consists of bridge
      loans offered to franchises during the period which the franchise is
      establishing their permanent financing with a third party lender. The notes
      receivable bear an interest rate of 9% per annum and are recorded at face value.
      Interest is recognized over the life of the note receivable.





A
      summary
      of the notes receivable are as follows:





February
                29,
              2008
            
            August
                31,
              2007Notes
                receivable, 9% per annum, secured byFranchise
            
            $
            519,817
            
            $
            552,891Less:
                Current portion:
            
            
            (88,196
            )
            
            (145,892
            )Long
                term portion:
            
            $
            431,621
            
            $
            406,999




**NOTE
      4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS**





Prepaid
      expenses and other current assets consist primarily of advance payments for
      advertising with various forms of media and saleable promotional supplies or
      inventories as follows:





February
                29,
              2008
            
            August
                31,
              2007Prepaid
                expenses
            
            $
            323,787
            
            $
            185,949Promotional
                supplies and inventories
            
            
            134,992
            
            
            69,453$
            458,779
            
            $
            255,402





14




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      5 - PROPERTY AND EQUIPMENT**





As
      of
      February 29, 2008 and August 31, 2007; property and equipment was comprised
      of
      the following:





February
                29,
              2008
            
            August
                31,
              2007Office
                furniture and equipment
            
            $
            349,259
            
            $
            349,259Computer
                equipment
            
            
            367,449
            
            
            355,003Vehicles
            
            
            60,885
            
            
            60,885Software
            
            
            307,879
            
            
            245,551Leasehold
                improvements
            
            
            51,267
            
            
            51,2671,136,739
            
            
            1,061,965Less:
                accumulated depreciation
            
            
            (651,166
            )
            
            (578,108
            )$
            485,573
            
            $
            483,857





For
      the
      three-month periods ended February 29, 2008 and February 28, 2007, depreciation
      expense charged to operations was $36,911 and $41,510, respectively. For the
      six-month periods ended February 29, 2008 and February 28, 2007, depreciation
      expense charged to operations was $73,058 and $85,992,
      respectively.





**NOTE
      6 - TRADEMARKS**





Trademarks
      are recorded at cost and are amortized ratably over 15 years as summarized
      below:





February
                29,
              2008
            
            August
                31,
              2007Trademarks
            
            $
            14,333
            
            $
            14,333Less
                accumulated amortization
            
            
            (6,211
            )
            
            (5,733
            )$
            8,122
            
            $
            8,600





For
      the
      three-month period February 29, 2008 and February 28, 2007, the amortization
      expense charged to operations was $239 and $239, respectively. For the six-month
      period February 29, 2008 and February 28, 2007, the amortization expense charged
      to operations was $478 and $478, respectively.





**NOTE
      7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES**





As
      of
      February 29, 2008 and August 31, 2007, accounts payable and accrued liabilities
      are comprised of the following:





February
                29,
              2008
            
            August
                31,
              2007Accounts
                payable
            
            $
            916,530
            
            $
            970,013Accrued
                salaries and expenses
            
            
            153,386
            
            
            169,197Payroll
                taxes payable
            
            
            11,164
            
            
            2,877$
            1,081,080
            
            $
            1,142,087





**NOTE
      8 - LINE OF CREDIT**





The
      Company has established a revolving bank line of credit with a financial
      institution. On October 13, 2006, the line of credit was increased from $200,000
      to $700,000. The line of credit accrues interest at prime plus 0.5% interest
      per
      annum and is collateralized by inventory, accounts receivable, equipment and
      other instruments of the Company. The line does not have an expiration
      date.





As
      of
      February 29, 2008, the Company had no borrowings against a line of
      credit.




15







**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      9 - SHARES SUBJECT TO MANDATORY REDEMPTION**





Class
      D - Preferred Stock





During
      the year ended August 31, 2007, the Company sold an aggregate of 123,201 shares
      of its Class D Preferred Stock at an average price of $5.56 per share,
      mandatorily redeemable on the fifth anniversary from the date of issuance at
      market value of the Company multiplied by the put fraction as described in
      the
      Articles of Incorporation. The put fraction numerator is the number of shares
      of
      common stock the Class D Preferred stock is convertible into and the
      denominator is the sum of these shares plus the then outstanding common
      stock.





The
      holder of Class D Preferred stock will have the right to convert all, but not
      less than all, of the Class D Preferred stock at the option of the holder at
      any
      time into Common stock. The number of shares of Common stock is determined
      as
      follows: the sum of (A) the number of shares being converted plus (B) all earned
      but unpaid dividends with respect to converted shares, whether or not declared,
      to and including the time to conversion, divided by 5.56 plus (C) a fraction,
      numerator of which is 5.56 multiplied by the number of shares being converted,
      and the denominator of which is 3.85.





The
      Company has properly classified the Class D Preferred stock as liabilities
      at August 31, 2007 because these instruments embody obligations to repurchase
      the Company’s equity shares that require the Company to settle by transferring
      its assets at the holders’ option not the issuer’s option.





On
      December 14, 2007, the Company issued 534,828 shares of common stock in exchange
      for 103,417 shares of Class D Preferred Stock and issued 17,397 shares of common
      stock in settlement of unpaid dividends. Additionally, the Company issued a
      promissory note for $110,000 in exchange for the remaining 19,784 shares of
      Class D Preferred Stock. The promissory note was paid off as of February 29,
      2008





**NOTE
      10 - STOCKHOLDERS’ EQUITY**





Preferred
      stock





As
      of
      August 31, 2007, the Company was authorized four classes of preferred stock:
      Class A has 200,000 authorized shares; Class B has 167,130 authorized shares;
      Class C has 128,870 authorized shares and Class D has 179,860 authorized shares.
      All classes have no par value.





On
      December 14, 2007, the Company filed an “Amended and Restated Certificate of
      Incorporation” with the State of Delaware. With the amendment and restatement,
      the Company is authorized to issue two classes of stock to be designated,
      respectively, “Common Stock” and “Preferred Stock”. The total number of shares
      the Company is authorized to issue is five million seven hundred thousand
      (5,700,000) shares. Five million (5,000,000) shares shall be $0.001 par value
      Common Stock and seven hundred (700,000) shares shall be $0.001 par value
      Preferred stock. The Preferred Stock authorized by the Amended and Restated
      Certificate of Incorporation may be issued from time to time in one or more
      class.





As
      a
      result of the merger as of February 8, 2008 described in Note 1 above, the
      Company is authorized to issue 10,000,000 of $0.001 par value preferred stock
      and 100,000,000 shares of $0.001 par value common stock.





Class
      A - Preferred stock





Class
      A -
      Preferred stock did not carry voting rights and is redeemable upon demand at
      the
      original purchase price plus any accrued dividends. Each share is convertible
      by
      the holder into one share of common stock after a holding period of one year.
      As
      of May 6, 2004; all outstanding shares of Class A - Preferred stock were
      converted into common shares.





16





**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      10 - STOCKHOLDERS’ EQUITY (continued)**





Class
      B - Preferred stock





Class
      B Preferred stock carried voting rights and is entitled to receive, when
      and as declared by the board of directors, cumulative annual dividends at an
      annual rate of $1.077 per share. The dividends accumulate and accrue on a day
      to
      day basis whether or not earned or declared. Unless all accumulative dividends
      of Class B Preferred stock for all past and current dividend periods have been
      paid or declared, no dividends other than a dividend solely in common stock
      will
      be paid or declared by the Company. The Company cannot sell, redeem or acquire
      shares of its common stock or Class A Preferred stock unless all cumulative
      dividends of Class B Preferred stock have been paid or declared.





Holders
      of the Class B Preferred stock can require the Company to repurchase the shares
      five years from the date of issuance at market value of the Company multiplied
      by the put fraction. The put fraction numerator is the number of shares of
      common stock the Class B Preferred stock is convertible into and the denominator
      is the sum of the total number of shares of common stock into which all
      securities of the Company convertible into common stock then outstanding could
      be converted (including all such shares included in the numerator of the put
      fraction).





Conversion





The
      holder of Class B Preferred stock will have the right to convert all, but not
      less than all, of the Class B Preferred stock at the option of the holder at
      any
      time into Common stock. The number of shares of Common Stock is determined
      as
      follows: the sum of the Conversion Ratio Share Number and the Return of Capital
      Share Number. For purposes of such calculation, the following terms shall have
      the following meanings:





“Conversion
      Ratio Share Number” means
      the product of (A) 1.00186 and (B) the sum of (y) the number of shares being
      converted multiplied by 3 and (z) the Dividend Accrual Share Number




“Dividend
      Accrual Share Number” means
      all earned but unpaid dividends with respect to converted shares, whether or
      not
      declared, to and including, the time of conversion, divided by
      10.77.





“Return
      of Capital Share Number” means
      the
      quotient of (A) 10.77 multiplied by the number of shares being converted,
      divided by (B) 3.85





In
      December 2005, the Company redeemed 2,669 shares of Class B Preferred stock
      at
      $21.54 per share.





In
      March
      2006, the Company redeemed 4,057 shares of Class B Preferred stock at $21.54
      per
      share.





In
      December 14, 2007, the Company issued 1,969,742 shares of common stock in
      exchange for the remaining 160,404 shares of Class B Preferred Stock and issued
      128,014 shares of common stock in settlement of accumulative and unpaid
      dividends.





Class
      C - Preferred stock





Class
      C Preferred stock carried voting rights and is entitled to receive, when
      and as declared by the board of directors, cumulative annual dividends at an
      annual rate of $0.56 per share. The dividends accumulate and accrue on a day
      to
      day basis whether or not earned or declared. Unless all accumulative dividends
      of Class C Preferred stock for all dividend periods have been paid or
      declared, no dividends other than a dividend solely in common stock will be
      paid
      or declared by the Company. The Company cannot sell, redeem or acquire shares
      of
      its common stock unless all cumulative dividends of Class C Preferred stock
      have
      been paid or declared.





17




**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**




**NOTE
      10 - STOCKHOLDERS’ EQUITY (continued)**





Conversion





The
      any
      holder of Series C Preferred stock will have the right to convert all, but
      not
      less than all, of the Series C Preferred stock at the option of the holder
      at
      any time into Common stock. The number of shares of Common stock is determined
      as follows: the sum of (A) the number of shares being converted plus (B) all
      earned but unpaid dividends with respect to converted shares, divided by 5.56
      plus (C) a fraction, numerator of which is 5.56 multiplied by the number of
      shares being converted, and the denominator of which is 3.85.





Holders
      of the Class C Preferred stock can require the Company to repurchase the shares
      commencing five years from the date of issuance at market value of the Company
      multiplied by the put fraction. The put fraction numerator is the number of
      shares of common stock the Class C Preferred stock is convertible into and
      the
      denominator is the sum of the total number of shares of common stock into which
      all securities of the Company convertible into common stock then outstanding
      could be converted (including all such shares included in the numerator of
      the
      put fraction).





During
      the year ended August 31, 2006, the Company sold an aggregate of 119,784 shares
      of its Class C Preferred stock at an average price of $5.56 per share adjusted
      for stock dividends, splits or issuances of common stock below the initial
      conversion price.





In
      December 14, 2007, the Company issued 619,480 shares of common stock in exchange
      for 119,784 shares of Class C-Preferred stock (representing all) and issued
      35,995 shares of common stock in settlement of accumulative and unpaid
      dividends.





All
      issued and outstanding preferred stock had been converted to the Company’s
      common stock as of February 29, 2008.





Common
      stock





The
      Company is authorized to issue 100,000,000 shares of its common stock with
      a par
      value of $.001. As of February 29, 2008 and August 31, 2007, there were
      13,800,000 and 4,707,229 shares of common stock issued and
      outstanding.





In
      conjunction with the merger as described on February 8, 2008; the Company split
      it’s outstanding shares of common at a ratio of 1:2.115868. All references in
      the financial statements and notes to financial statements, numbers of shares
      and share amounts have been retroactively restated to reflect the
      split.





In
      year
      ended August 31, 2007, the Company issued an aggregate of 4,071 shares of common
      stock for services rendered valued at $9,618





On December
      14, 2007, the Company issued a total of 2,097,756 shares of common stock in
      exchange for 160,404 shares of Class B Preferred stock and accrued and
      unpaid dividends.





On
      December 14, 2007, the Company issued a total of 655,475 shares of common stock
      is exchange for 119,784 shares of Class C Preferred stock and accrued and
      unpaid dividends.





On
      December 14, 2007, the Company issued a total of 552,225 shares of common stock
      in exchange for 103,417 shares of Class D Preferred stock and accrued and unpaid
      dividends





**NOTE
      11 - WARRANTS AND OPTIONS**





During
      the six-month period ended February 29, 2008, the Company issued 1,825,000
      warrants to purchase its common stock at $1.50 per share over the next five
      years. The warrants were issued in conjunction with the private placement of
      the
      Company’s common stock.





18





**GEEKS
      ON CALL HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**FEBRUARY
      29, 2008**


**(unaudited)**





**NOTE
      11 - WARRANTS AND OPTIONS (continued)**





Restricted
      Stock Awards.





On
      February 8, 2008, the Company established a non qualified “2008 Equity Incentive
      Plan” whereby the Company may grant options with vesting to be determined from
      time to time at the prevailing market price of the stock at the time of the
      grant date. The terms of the options are not to exceed ten years. The Company
      has reserved 3,000,000 shares of its common stock under the incentive
      plan.





On
      February 8, 2008, the Company granted an aggregate of 2,275,000 options to
      purchase its common stock at $1.00 per share over the next six years. The fair
      value, determined using the Black Scholes Option Pricing Model, of the vested
      portion of the options of $264,990 was recorded as stock compensation expense
      for the three and six month period ended February 29, 2008. The following
      assumptions were utilized: Dividend yield: -0-%, volatility: 124.86%; risk
      free
      rate: 2.60%; expected life: 6 years.





**NOTE
      12 - RELATED PARTY TRANSACTIONS**





As
      of
      February 29, 2008; the Company was due for travel and other advances from
      officers and employees of $65,761. Subsequent to February 29, 2008; all advances
      have been repaid.





In
      October 2007, the Company entered into an exclusive private label/marketing
      agreement (the “Agreement”) with Telkonet, Inc. (a major supplier of the
      Company) for products under the trade name Geek Link System. Pursuant to the
      Agreement, the Company is to resale these private labeled products to customers
      through the Company’s existing network of franchisees. In addition, the Company,
      Telkonet, Inc. and certain stockholders of the Company entered into an agreement
      whereby Telkonet, Inc. acquired 1,160,043.435 shares of the Company’s common
      stock from these existing stockholders, which in effect transferred 39.6%
      ownership in the Company to Telkonet, Inc. by these stockholders. With the
      effect of the December 14, 2007 preferred stock conversion, Telkonet Inc.’s
      ownership of the Company decreased to 30.68%.





**NOTE
      13 - SUBSEQUENT EVENTS**





On
      March
      12, 2008, the Company entered into an Asset Purchase Agreement (the “Agreement”)
      with Mr. Gregory C. Hutson (the “Seller”).





Pursuant
      to the Agreement, the Company acquired from the Seller certain software or
      protocol known as quiXsupport Helpdesk Software, together with related
      intellectual property rights, including the rights to the domain names
      RemoteMe.com, Virtual-Geek.com and MrHelpdesk.com (the “TTS Process”). In
      consideration for the acquired assets, the Company agreed to pay the
      Seller $100,000 in cash and 125,000 shares of unregistered common stock.
      The Agreement does not prohibit the Company from licensing or otherwise
      acquiring other technology in the future which may be similar to the TTS
      Process.





In
      connection with the acquisition of the assets, the Company entered into
      a consulting agreement with the Seller expiring on September 30,
      2009 (the “Consulting Agreement”). The consulting fees payable to the
      Seller are approximately $76,000 over the term of the Consulting
      Agreement.





On
      March
      28, 2008, the board of directors appointed Keith Wesp to the position of Vice
      President of Finance and Richard Artese to the position of Executive Vice
      President and Chief Operating Officer.





19





**Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**




**Overview**





The
      Company operates in Norfolk, Virginia through its wholly owned subsidiary,
      Geeks
      On Call America, Inc. (“Geeks”), a Delaware corporation.





The
      Company through its subsidiary is presently engaged in providing
      quick-response, on-site computer solutions and telephone technical support
      (including services, on-going, support and training) primarily to small to
      medium business enterprises and residential computer users in the United States.
      On-site solutions are provided through a network of independent franchisees
      who
      are all certified professional IT solutions providers conducting business under
      the trade names 1 800 905 GEEK and Geeks On Call®. During
      the second quarter the Company commenced the development of company owned
      territories, in geographical locations with no existing franchise resources,
      in
      order to expedite the growth of their national operations
      footprint.




**Critical
      Accounting Policies and Estimates**





**Revenue
      Recognition**




The
      Company accounts for revenue under the guidance provided by SFAS No. 45 , “Accounting
      for Franchise Fee Revenue (as amended)” and EITF 00-21, “Revenue Arrangements
      With Multiple Deliverables”.





Franchise
      fee revenue is recognized when obligations of the Company to prepare the
      franchisee for operations have been substantially completed, with an appropriate
      provision for estimated uncollectible amounts. Area developer sales, wherein
      the
      Company sells the rights to develop a territory or market, are nonrefundable
      fees recognized upon signature of the Area Development Agreement and substantial
      completion of all obligations associated with the opening of the first franchise
      under the agreement. Initial advertising fees are recognized when the territory
      is open and the related advertising has been performed. Ongoing royalties and
      advertising fees are recognized currently as the franchised territory generates
      sales and ongoing advertising is performed.





**Stock
      Based Compensation**





On
      December 16, 2004, the FASB issued SFAS No. 123(R) (revised 2004), " *Share-Based
      Payment* "
      which
      is a revision of SFAS No. 123, " *Accounting
      for Stock-Based Compensation* ".
      SFAS
      No. 123(R) supersedes APB opinion No. 25, " *Accounting
      for Stock Issued to Employees* ",
      and
      amends SFAS No. 95, " *Statement
      of Cash Flows* ".
      Generally, the approach in SFAS No. 123(R) is similar to the approach described
      in Statement 123. However, Statement 123(R) requires all share-based payments
      to
      employees, including grants of employee stock options, to be recognized in
      the
      income statement based on their fair values. Pro-forma disclosure is no longer
      an alternative. The effective date for our application of SFAS No. 123(R) is
      September 1, 2006. Management has elected to apply SFAS No. 123(R) commencing
      on
      that date.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.




Recent
        accounting pronouncements
 
 In
        February 2006, the FASB issued SFAS No. 155, “ *Accounting* *for
        certain Hybrid Financial Instruments an amendment of FASB Statements No.
        133 and
        140”* (“SFAS
        No. 155”) *.* SFAS No.
        155 permits fair value remeasurement for any hybrid financial instrument
        that
        contains an embedded derivative that otherwise would require bifurcation,
        clarifies which interest-only strips and principal-only strips are not subject
        to the requirements of SFAS No. 133, establishes a requirement to evaluate
        interests in securitized financial assets to identify interests that are
        freestanding derivatives or that are hybrid financial instruments that contain
        an embedded derivative requiring bifurcation, clarifies that concentrations
        of
        credit risk in the form of subordination are not embedded derivatives, and
        amends SFAS No. 140 to eliminate the prohibition on a qualifying special
        purpose
        entity from holding a derivative financial instrument that pertains to a
        beneficial interest other than another derivative financial instrument. SFAS
        No.
        155 is effective for all financial instruments acquired or issued after the
        beginning of an entity’s first fiscal year that begins after September 15, 2006.
        The SFAS No. 155 did not have a material impact on the Company’s financial
        position, results of operations or cash flows.
 
 In
        March
        2006, the FASB issued SFAS No. 156, “ *Accounting
        for Servicing of Financial Assets - an amendment to FASB Statement No.
        140* ”
(“SFAS
        No. 156”). SFAS No. 156 requires that an entity recognize a servicing asset or
        servicing liability each time it undertakes an obligation to service a financial
        asset by entering into a service contract under certain situations. The new
        standard is effective for fiscal years beginning after September 15, 2006.
        SFAS
        No.156 did not have a material impact on the Company's financial position,
        results of operations or cash flows.
 
 In
        July
        2006, the FASB issued Interpretation No. 48, “ *Accounting* *for
        uncertainty in Income Taxes”* (“FIN
        No.
        48”). FIN No.
        48 clarifies the accounting for Income Taxes by prescribing the minimum
        recognition threshold a tax position is required to meet before being recognized
        in the financial statements. It also provides guidance on derecognition,
        measurement, classification, interest and penalties, accounting in interim
        periods, disclosure and transition and clearly scopes income taxes out of
        SFAS
        No. 5, “ *Accounting
        for Contingencies”.* FIN No.
        48 is effective for fiscal years beginning after December 15, 2006. The Company
        did not have a material impact on the Company's financial position, results
        of
        operations or cash flows.
  In
        September 2006, FASB issued its SFAS No. 157, “ *Fair
        Value Measurements* ”
(“SFAS
        No. 157”). SFAS No. 157 defines fair value, establishes a framework for
        measuring fair value in generally accepted accounting principles (GAAP),
        and
        expands disclosures about fair value measurements. SFAS No.157 applies under
        other accounting pronouncements that require or permit fair value measurements,
        the Board having previously concluded in those accounting pronouncements
        that
        fair value is the relevant measurement attribute. Accordingly, SFAS No. 157
        does
        not require any new fair value measurements. However, for some entities,
        the
        application of SFAS No. 157 will change current practice. SFAS No. 157 is
        effective for fiscal years beginning after November 15, 2007. The Company
        does
        not expect adoption of this standard will have a material impact on its
        financial position, results of operations or cash flows.
 
 In
        September 2006 the FASB issued its SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans, an
        amendment of FASB Statements No. 87, 88, 106 and 132(R)* ”
(“SFAS
        No. 158”). SFAS No. 158 improves financial reporting by requiring an employer to
        recognize the overfunded or underfunded status of a defined benefit
        postretirement plan (other than a multiemployer plan) as an asset or liability
        in its statement of financial position and to recognize changes in that funded
        status in the year in which the changes occur through comprehensive income
        of a
        business entity or changes in unrestricted net assets of a not-for-profit
        organization. SFAS No. 158 also improves financial reporting by requiring
        an
        employer to measure the funded status of a plan as of the date of its year-end
        statement of financial position, with limited exceptions. The effective date
        for
        an employer with publicly traded equity securities is as of the end of the
        fiscal year ending after December 15, 2006. SFAS No. 158 did not have a material
        impact on its financial position, results of operations or cash
        flows.
 
 In
        December 2006, the FASB issued FSP EITF 00-19-2, “ *Accounting
        for Registration Payment Arrangements* ”
        (“ FSP
        00-19 -2”)
        which addresses accounting for registration payment arrangements. FSP
        00-19 -2
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration payment arrangement, whether
        issued
        as a separate agreement or included as a provision of a financial instrument
        or
        other agreement, should be separately recognized and measured in accordance
        with
        SFAS No. 5, “Accounting for Contingencies”. FSP
        00-19 -2
        further clarifies that a financial instrument subject to a registration payment
        arrangement should be accounted for in accordance with other applicable
        generally accepted accounting principles without regard to the contingent
        obligation to transfer consideration pursuant to the registration payment
        arrangement. For registration payment arrangements and financial instruments
        subject to those arrangements that were entered into prior to the issuance
        of
        EITF 00-19-2, this guidance shall be effective for financial statements issued
        for fiscal years beginning after December 15, 2006 and interim periods within
        those fiscal years. The
        Company does not expect adoption of this standard will have a material impact
        on
        its financial position, results of operations or cash flows
 
 In
        February 2007, the FASB issued SFAS No. 159, “ *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* ”
(“SFAS
        No. 159”). SFAS
        No.
        159 permits entities to choose to measure many financial instruments, and
        certain other items, at fair value. SFAS
        No.
        159 applies to reporting periods beginning after November 15, 2007. The adoption
        of SFAS No. 159 is not expected to have a material impact on the Company’s
        financial position, results of operations or cash flows.
 
 In
        December 2007, the FASB issued SFAS No. 141(R), *"Business
        Combinations"* ("SFAS No. 141(R)"), which establishes principles and requirements for how
        an acquirer recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed, and any noncontrolling interest
        in an
        acquiree, including the recognition and measurement of goodwill acquired
        in a
        business combination. SFAS No. 141R is effective as of the beginning of the
        first fiscal year beginning on or after December 15, 2008. Earlier adoption
        is prohibited and the Company is currently evaluating the effect, if any,
        that
        the adoption will have on its financial position, results of operations or
        cash
        flows.
  In
          December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
          Interest in Consolidated Financial Statements, an amendment of ARB
          No. 51"* ("SFAS
          No. 160"), which will change the accounting and reporting for minority
          interests, which will be recharacterized as noncontrolling interests and
          classified as a component of equity within the consolidated balance sheets.
          SFAS
          No. 160 is effective as of the beginning of the first fiscal year beginning
          on
          or after December 15, 2008. Earlier adoption is prohibited and the Company
          is currently evaluating the effect, if any, that the adoption will have
          on its
          financial position, results of operations or cash flows.
 
 In
          June 2007, the Accounting Standards Executive Committee issued Statement of
          Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide
          Investment Companies and Accounting by Parent Companies and Equity Method
          Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1
          provides guidance for determining whether an entity is within the scope
          of the
          AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP
          07-1 was originally determined to be effective for fiscal years beginning
          on or
          after December 15, 2007, however, on February 6, 2008, FASB issued a
          final Staff Position indefinitely deferring the effective date and prohibiting
          early adoption of SOP 07-1 while addressing implementation issues.
 
 In
          June
          2007, the FASB ratified the consensus in EITF Issue No. 07-3, “Accounting
          for Nonrefundable Advance Payments for Goods or Services to be Used in
          Future
          Research and Development Activities” (EITF 07-3), which requires that
          nonrefundable advance payments for goods or services that will be used
          or
          rendered for future research and development (R&D) activities be deferred
          and amortized over the period that the goods are delivered or the related
          services are performed, subject to an assessment of recoverability.
          EITF 07-3 will be effective for fiscal years beginning after
          December 15, 2007. The Company does not expect that the adoption of
          EITF 07-3 will have a material impact on our consolidated financial
          position, results of operations or cash flows.
 
 In
          December 2007, the FASB ratified the consensus in EITF Issue No. 07-1,
“Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1
          defines collaborative arrangements and requires collaborators to present
          the
          result of activities for which they act as the principal on a gross basis
          and
          report any payments received from (made to) the other collaborators based
          on
          other applicable authoritative accounting literature, and in the absence
          of
          other applicable authoritative literature, on a reasonable, rational and
          consistent accounting policy is to be elected. EITF 07-1 also provides for
          disclosures regarding the nature and purpose of the arrangement, the entity’s
          rights and obligations, the accounting policy for the arrangement and the
          income
          statement classification and amounts arising from the agreement. EITF 07-1
          will be effective for fiscal years beginning after December 15, 2008, which
          will be the Company’s fiscal year 2009, and will be applied as a change in
          accounting principle retrospectively for all collaborative arrangements
          existing
          as of the effective date. The Company has not yet evaluated the potential
          impact
          of adopting EITF 07-1 on our consolidated financial position, results of
          operations or cash flows.
 
 Other
          recent accounting pronouncements issued by the FASB (including its Emerging
          Issues Task Force), the AICPA, and the SEC did not, or are not believed
          by
          management to, have a material impact on the Company’s present or future
          consolidated financial statements.


20





**Results
      of Operations**





**Three
      Months Ended February 29, 2008 compared to Three Months Ended February 28,
      2007**





*Revenue*





The
      following table summarizes our revenues for the three months ended February 29,
      2008 and February 28, 2007:





**Three
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Total
                Revenue
            
            $
            1,411,063
            
            $
            1,825,137





For
      the
      three months ended February 29, 2008, revenue decreased by $414,074 as compared
      to the similar period in 2007. This decrease in revenue was primarily
      attributable to a reduction in the number of active operating franchises and
      their corresponding royalty revenues, and a reduction in the granting of new
      franchises.





*Selling,
      general and administrative expenses*





The
      following table summarizes our selling, general and administrative expenses
      for
      the three months ended February 29, 2008 and February 28, 2007:




**Three
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Selling,
                general and administrative expenses
            
            $
            1,688,374
            
            $
            924,880




For
      the
      three months ended February 29, 2008, selling, general and administrative
      expenses were $1,688,374 as compared to $924,880 for the three months ended
      February 28, 2007. The increase in selling, general and administrative expenses
      of $763,494 are attributable to the costs associated with the reverse merger
      and
      the hiring of additional staff and consultants as well as the stock based
      compensation of $264,900 charged to operations during the current quarter ended
      February 29, 2008





*Advertising
      expense*





The
      following table summarizes our advertising expense for the three months ended
      February 29, 2008 and February 28, 2007:





**Three
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Advertising
                expense
            
            $
            873,622
            
            $
            930,718





Our
      advertising expense for three months ended February 29, 2008, were $873,622
      compared to $930,718 for the three months ended February 28, 2007. The decrease
      in advertising expense was directly related to a reduction in the number of
      active operating franchises.





21




**Results
      of Operations (continued)**





*Depreciation
      and amortization*





The
      following table summarizes our depreciation and amortization for the three
      months ended February 29, 2008 and February 28, 2007:





**Three
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Depreciation
                and amortization
            
            $
            37,150
            
            $
            41,749




Depreciation
      and amortization decreased by $4,599 for the three months ended February 29,
      2008 compared to the three months ended February 28, 2007. The decrease is
      attributed to the reduction in depreciable assets as being fully depreciated.





**Six
      Months Period Ended February 29, 2008 compared to Six Months Period Ended
      February 28, 2007**





*Revenue*





The
      following table summarizes our revenue for the six months ended February 29,
      2008 and February 28, 2007:





**Six
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Total
                Revenue
            
            $
            3,016,134
            
            $
            3,488,409





For
      the
      six months ended February 29, 2008, revenue decreased by $472,275 as compared
      to
      the similar period in 2007. This decrease is primarily attributable to a
      reduction in the number of active operating franchises and corresponding royalty
      revenues.





*Selling,
      general and administrative expenses*





The
      following table summarizes our selling, general and administrative expenses
      for
      the six months ended February 29, 2008 and February 28, 2007:





**Six
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Selling,
                general and administrative expenses
            
            $
            2,666,395
            
            $
            1,867,477





For
      the
      six months ended February 29, 2008, selling, general and administrative expenses
      were $2,666,395 as compared to $1,867,477 for the six months ended February
      28,
      2007. The increase in selling, general and administrative expenses of $798,918
      are attributable to the costs associated with the reverse merger and the hiring
      of additional staff and consultants as well as the stock based compensation
      of
      $264,990 charged to operations during the second quarter ended February 29,
      2008.





*Advertising
      expense*





The
      following table summarizes our advertising expense for the six months ended
      February 29, 2008 and February 28, 2007:





**Six
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Advertising
                expense
            
            $
            1,872,321
            
            $
            1,786,808





Our
      advertising expense for the six months ended February 29, 2008, were $1,872,321
      compared to $1,786,808 for the six months ended February 28, 2007. This increase
      was attributable to franchises sold in prior quarters which became operational
      this quarter.




22




**Results
      of Operations (continued)**





*Depreciation 
      and amortization*





The
      following table summarizes our depreciation and amortization for the six months
      ended February 29, 2008 and February 28, 2007:





**Six
                months ended****February
                29,**
              **2008**
            
            **February
                28,**
              **2007**Depreciation
                and amortization
            
            $
            73,536
            
            $
            86,470





Depreciation
      and amortization decreased by $12,934 for the six months ended February 29,
      2008
      compared to the same period in 2007. The decrease is due to the reduction in
      depreciable assets as being fully depreciated.





**Liquidity
      and Capital Resources**




As
      of
      February 29, 2008, we had cash and cash equivalents of $1,363,875, as compared
      to $280,846 as of August 31, 2007. The increase is attributable to the proceeds
      from a private placement funding. We have historically met our liquidity
      requirements from a variety of sources, including private placements and a
      line
      of credit with a banking facility. As of February 29, 2008 we had no borrowings
      from any banking facility.





Cash
      flows used in operating activities totaled $1,727,103 for the six months ended
      February 29, 2008 was primarily due to the costs associated with the closing
      of
      the reverse merger.




Cash
      flows used in investing activities for the six months ended February 29, 2008
      was primarily attributable to purchases of property and equipment of
      $74,774.





Cash
      flows provided by financing activities for the six months ended February 29,
      2008 were primarily attributable to the proceeds from the sale of common stock
      in connection with the private placement in the amount of
      $3,196,903.




**Going
      Concern Matters**


The
        independent auditors report on our August 31, 2007 and 2006 financial statements
        included in our Current Report on Form 8-K dated February 8, 2008 states
        that we
        have experienced recurring losses and difficulty in generating sufficient cash
        flow
        to meet our obligations and sustain our operations.
 
 A
        large
        portion of the 2 nd quarter
        losses are attributable to one time costs associated with the process of
        raising
        capital and becoming a public company along with the retirement of debt.
        These
        losses are not recurring.
 
 Management
        has developed a strategic plan to address our requirements for generating
        cash
        flow and achieving profitable operations.
 
 We
        aim to
        move towards profitability by accelerating the growth of our existing franchise
        network, while simultaneously opening company operated territories, the first
        of
        which are located in 4 major US markets including Phoenix, AZ, Sacramento,
        CA,
        Northwestern, VA and Kansas City, MO.
 
 We
        are
        also launching an endorsed vendor program strengthening brand awareness and
        delivering value added IT solutions to the franchise community. These new
        business to business relationships will grow recurring revenue and increase
        our
        royalty base.
 
 We
        cannot
        however make assurances that our business operations will develop and provide
        us
        with significant cash to continue operations.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





Since
      our
      inception, we have not engaged in any off-balance sheet arrangements, including
      the use of structured finance, special purpose entities or variable interest
      entities.





23





**TRENDS,
      RISKS AND UNCERTAINTIES**





We
      have
      sought to identify what we believe to be the most significant risks to our
      business, but we cannot predict whether, or to what extent, any of such risks
      may be realized nor can we guarantee that we have identified all possible risks
      that might arise. Investors should carefully consider all of such risk factors
      set forth in the Current Report of Form 8-K filed by us with the Securities
      and
      Exchange Commission on February, 13, 2008 before making an investment decision
      with respect to our Common Stock.





**CAUTIONARY
      FACTORS THAT MAY AFFECT FUTURE RESULTS**





We
      have
      sought to identify what we believe are significant risks to our business, but
      we
      cannot predict whether, or to what extent, any of such risks may be realized
      nor
      can we guarantee that we have identified all possible risks that might
      arise.




Forward-Looking
      Statements





We
      may
      from time to time make written or oral statements that are "forward-looking,"
      including statements contained in this Form 10QSB and other filings with the
      Securities and Exchange Commission, reports to our stockholders and news
      releases. All statements that express expectations, estimates, forecasts or
      projections are forward-looking statements within the meaning of the Act. In
      addition, other written or oral statements which constitute forward-looking
      statements may be made by us or on our behalf. Words such as "expects,"
      "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects,"
      "forecasts," "may," "should," variations of such words and similar expressions
      are intended to identify such forward-looking statements. These statements
      are
      not guarantees of future performance and involve risks, uncertainties and
      assumptions which are difficult to predict. Therefore, actual outcomes and
      results may differ materially from what is expressed or forecasted in or
      suggested by such forward-looking statements. We undertake no obligation to
      update publicly any forward-looking statements, whether as a result of new
      information, future events or otherwise. Important factors on which such
      statements are based are assumptions concerning uncertainties, including but
      not
      limited to uncertainties associated with the following:





(a)
      volatility or decline of our stock price;




(b)
      potential fluctuation in quarterly results;





(c)
      our
      failure to earn revenues or profits;





(d)
      inadequate capital and barriers to raising the additional capital or to
      obtaining the financing needed to implement its business plans;





(e)
      inadequate capital to continue business;





(f)
      changes in demand for our products and services;





(g)
      rapid
      and significant changes in markets;





(h)
      litigation with or legal claims and allegations by outside parties;
      and





(i)
      insufficient revenues to cover operating costs.





You
      should read the discussion and analysis in conjunction with our financial
      statements and notes thereto, included herewith. This discussion should not
      be
      construed to imply that the results discussed herein will necessarily continue
      into the future, or that any conclusion reached herein will necessarily be
      indicative of actual operating results in the future. Such discussion represents
      only the best present assessment of management.





24




**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our chief executive officer and principal financial
      officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
      the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure. Based
      upon
      our evaluation, our chief executive officer and principal financial officer
      concluded that our disclosure controls and procedures are effective, as of
      the
      end of the period covered by this Report (February 29, 2008), in ensuring that
      material information that we are required to disclose in reports that we file
      or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange Commission
      rules and forms.




There
      were no changes in our internal controls over financial reporting during the
      six
      month period ended February 29, 2008 that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





25




**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





From
      time
      to time we may be involved in claims arising in the ordinary course of business.
      To our knowledge there are no pending or threatened, legal proceedings,
      government actions, administrative actions, investigations or claims against
      the
      Company.




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





Except
      as
      previously included in our Current Reports on Form 8-K filed with the Securities
      and Exchange Commission, we have not sold any equity securities during the
      period covered by this Report that were not registered under the Securities
      Act
      of 1933, as amended.




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





None.




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





On
      February 8, 2008, our stockholders, acting by majority written consent, approved
      the transactions disclosed in the Company’s Current Report on Form 8-K filed
      with the Securities and Exchange Commission on February 13, 2008.




**ITEM
      5.****OTHER
      INFORMATION**





None.





**ITEM
      6.**  **EXHIBITS**




Exhibit
                Number
            
            Description
                of ExhibitExhibit
                31.1*
            
            Section
                302 Certification of Principal Executive OfficerExhibit
                31.2*
            
            Section
                302 Certification of Principal Financial OfficerExhibit
                32.1*
            
            Section
                906 Certification of Principal Executive Officer and Principal Financial
                Officer





*
      Filed
      herewith.





26




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




GEEKS
                ON CALL HOLDINGS, INC.Date: April
                14, 2008
            By:
            /s/
                Richard ColeRichard
                ColeChief
                Executive Officer




27