---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended **March 31, 2008**

or

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

For the transition period from __________________________ to
__________________________

Commission File Number 000-50011

LAMPERD LESS LETHAL INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|1200 Michener Road, Sarnia,
      Ontario                            | N7S 4B1                          
|(Address of principal executive offices)                             | (Zip Code)                       

519-344-4445(Registrants telephone number,
including area code)

N/A(Former name, former address
and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

[X] YES    [   ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

Large accelerated filer [   ]
    Accelerated
      filer                 
      [   ]Non-accelerated filer   [   ]
    Smaller reporting company [X](Do not check if a smaller reporting
      company)


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[   ] YES   [X] NO

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-2 -

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

[   ] YES   [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

59,871,043 common shares issued and outstanding as of May
19, 2008

---

-3 -

PART I

Item 1. Financial Statements

LAMPERD LESS LETHAL INC. CONDENSED CONSOLIDATED BALANCE
SHEETS(Canadian Funds) As at March 31 (Unaudited)

|                                                             |   | March 31, 2008 |   |   | December 31,2007 |  
|------------------------------------------------------------ | - | -------------- | - | - | ---------------- | -
|                                                             |   |                |   |   |                  |  
|ASSETS                                                       |   |                |   |   |                  |  
|                                                             |   |                |   |   |                  |  
|Current Assets                                               |   |                |   |   |                  |  
|                                                             |   |                |   |   |                  |  
|Accounts receivable                                          | $ | 26,767         |   | $ | 23,580           |  
|Inventories                                                  |   | 121,861        |   |   | 131,900          |  
|Sundry                                                       |   | 1,512          |   |   | 1,512            |  
|                                                             |   |                |   |   |                  |  
|Total Current Assets                                         |   | 150,140        |   |   | 156,992          |  
|                                                             |   |                |   |   |                  |  
|Property and equipment net                                  |   | 226,380        |   |   | 241,657          |  
|Intangible assets                                            |   | 26,395         |   |   | 27,625           |  
|                                                             |   |                |   |   |                  |  
|TOTAL ASSETS                                                 | $ | 402,915        |   | $ | 426,274          |  
|                                                             |   |                |   |   |                  |  
|LIABILITIES                                                  |   |                |   |   |                  |  
|                                                             |   |                |   |   |                  |  
|Current Liabilities                                          |   |                |   |   |                  |  
|                                                             |   |                |   |   |                  |  
|Bank indebtedness                                            | $ | 18,701         |   | $ | 7,410            |  
|Accounts payable                                             |   | 235,654        |   |   | 216,203          |  
|Accrued liabilities                                          |   | 243,607        |   |   | 252,274          |  
|Due to shareholders,
      directors, officers and employees |   | 374,574        |   |   | 289,382          |  
|TOTAL LIABILITIES                                            |   | 872,536        |   |   | 765,269          |  
|                                                             |   |                |   |   |                  |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                            |   |                |   |   |                  |  
|                                                             |   |                |   |   |                  |  
|Common Stock                                                 |   |                |   |   |                  |  
|Authorized
      1,000,000,000 common stock, US dollar       |   |                |   |   |                  |  
|$0.001 par value                                             |   |                |   |   |                  |  
|Issued and outstanding
      59,871,043 common stock         |   |                |   |   |                  |  
|at March 31, 2008
      and December 31, 2007                |   | 72,087         |   |   | 72,087           |  
|Additional paid-in
      capital                             |   | 2,783,472      |   |   | 2,778,567        |  
|Accumulated Deficit and Comprehensive Loss                   |   | (3,325,180     | ) |   | (3,189,649       | )
|Total Stockholders Equity
      (Deficiency)                |   | (469,621       | ) |   | (338,995         | )
|                                                             |   |                |   |   |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      EQUITY             |   |                |   |   |                  |  
|(DEFICIENCY)                                                 | $ | 402,915        |   | $ | 426,274          |  
|                                                             |   |                |   |   |                  |  
|GOING CONCERN                                                |   |                |   |   |                  |  
|CONTINGENCIES AND COMMITMENTS                                |   |                |   |   |                  |  
|SUBSEQUENT EVENTS                                            |   |                |   |   |                  |  

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

---

-4 -

LAMPERD LESS LETHAL INC.CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY) (Unaudited)
(Canadian Funds)

Number of
    
    
    Par value
    
    
    Additional
    
    
    
    
    
    TotalCommon
    
    
    Common
    
    
    Paid-in
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Shares
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance December 31, 2006
    
    53,820,158
    
    $
    65,947
    
    $
    2,331,588
    
    $
    (2,396,786
    )
    $
    749Issuance of common
      shares
    
    6,050,885
    
    
    6,140
    
    
    344,091
    
    
    -
    
    
    350,231Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (792,863
    )
    
    (792,863
    )Share-based
      compensation costs
    
    -
    
    
    -
    
    
    102,888
    
    
    -
    
    
    102,888Balance December 31, 2007
    
    59,871,043
    
    $
    72,087
    
    $
    2,778,567
    
    $
    (3,189,649
    )
    $
    (338,995
    )Net loss for the
      quarter
    
    -
    
    
    -
    
    
    -
    
    
    (135,531
    )
    
    (135,531
    )Share-based
      compensation costs
    
    
    
    
    
    
    
    4,905
    
    
    
    
    
    4,905Balance March 31, 2008
    
    59,871,043
    
    $
    72,087
    
    $
    2,783,472
    
    $
    (3,325,180
    )
    $
    (469,621
    )


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

---

-5 -

LAMPERD LESS LETHAL INC.CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (Canadian Funds) (Unaudited)

|                                          |   | Three-month    |   |   | Three-month    |  
|----------------------------------------- | - | -------------- | - | - | -------------- | -
|                                          |   | Period Ended   |   |   | Period Ended   |  
|                                          |   | March 31, 2008 |   |   | March 31, 2007 |  
|                                          |   |                |   |   |                |  
|REVENUE                                   | $ | 57,873         |   | $ | 44,825         |  
|                                          |   |                |   |   |                |  
|COST OF GOODS SOLD                        |   | 41,267         |   |   | 35,708         |  
|                                          |   |                |   |   |                |  
|GROSS MARGIN                              |   | 16,606         |   |   | 9,117          |  
|                                          |   |                |   |   |                |  
|EXPENSES                                  |   |                |   |   |                |  
|Selling, general
      and administrative |   | 126,023        |   |   | 246,295        |  
|Research and development                  |   | -              |   |   | 2,253          |  
|Interest  loans
      and advances       |   | 7,046          |   |   | 3,065          |  
|Interest  other                          |   | 2,562          |   |   | 950            |  
|Depreciation and
      amortization       |   | 16,506         |   |   | 10,611         |  
|                                          |   |                |   |   |                |  
|TOTAL EXPENSES                            |   | 152,137        |   |   | 263,174        |  
|                                          |   |                |   |   |                |  
|NET LOSS                                  | $ | (135,531       | ) | $ | (254,057       | )
|                                          |   |                |   |   |                |  
|LOSS PER SHARE                            | $ | (0.00          | ) | $ | (0.01          | )
|                                          |   |                |   |   |                |  
|WEIGHTED AVERAGE NUMBER OF COMMON         |   |                |   |   |                |  
|SHARES OUTSTANDING                        |   | 59,871,043     |   |   | 53,824,858     |  

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

---

-6 -

LAMPERD LESS LETHAL INC.CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (Canadian Funds) (Unaudited)

|                                                                |   | Three-month    |   |   | Three-month    |  
|--------------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                                |   | Period Ended   |   |   | Period Ended   |  
|                                                                |   | March 31, 2008 |   |   | March 31, 2007 |  
|                                                                |   |                |   |   |                |  
|CASH FLOWS PROVIDED BY (USED IN):                               |   |                |   |   |                |  
|OPERATING ACTIVITIES                                            |   |                |   |   |                |  
|Net loss                                                        | $ | (135,531       | ) | $ | (254,057       | )
|Depreciation and amortization                                   |   | 16,506         |   |   | 10,611         |  
|Stock-based
      compensation                                  |   | 4,905          |   |   | -              |  
|Net changes in non-cash operating
      assets and liabilities: |   |                |   |   |                |  
|Accounts receivable                                             |   | (3,187         | ) |   | 27,542         |  
|Inventories                                                     |   | 10,039         |   |   | 4,778          |  
|Sundry                                                          |   | -              |   |   | 1,536          |  
|Accounts payable
      and accrued liabilities                  |   | 75,977         |   |   | 179,052        |  
|Net cash used in
      operating activities                     |   | (31,291        | ) |   | (30,538        | )
|                                                                |   |                |   |   |                |  
|INVESTING
      ACTIVITIES                                      |   |                |   |   |                |  
|Additions to
      equipment                                    |   | -              |   |   | (20,000        | )
|Net cash used in
      investing activities                     |   | -              |   |   | (20,000        | )
|                                                                |   |                |   |   |                |  
|FINANCING
      ACTIVITIES                                      |   |                |   |   |                |  
|Borrowings under
      bank indebtedness - net                  |   | 11,291         |   |   | -              |  
|Proceeds from promissory notes and advances                     |   | 20,000         |   |   | 67,000         |  
|Net cash provided by financing
      activities                 |   | 31,291         |   |   | 67,000         |  
|                                                                |   |                |   |   |                |  
|INCREASE IN CASH AND CASH EQUIVALENTS                           |   | -              |   |   | 16,462         |  
|                                                                |   |                |   |   |                |  
|CASH AND CASH EQUIVALENTS, beginning of period                  |   | -              |   |   | 1,443          |  
|                                                                |   |                |   |   |                |  
|CASH AND CASH EQUIVALENTS, end of period                        | $ | -              |   | $ | 17,905         |  
|                                                                |   |                |   |   |                |  
|                                                                |   |                |   |   |                |  
|                                                                |   |                |   |   |                |  
|Supplemental financial information:                             |   |                |   |   |                |  
|Shares issued on settlement of
      liabilities                | $ | -              |   | $ | 53,721         |  
|Income taxes paid                                               | $ | -              |   | $ | -              |  
|Interest paid                                                   | $ | 2,562          |   | $ | 771            |  

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

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-7 -

|LAMPERD LESS LETHAL INC.                                  
|----------------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS
|(Canadian Funds)                                          
|March 31, 2008                                            
|(Unaudited)                                               

|1. | BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND GOING
      CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | History:Lamperd Less Lethal Inc.
      (Lamperd or the Company) was incorporated under the laws of the State
      of Nevada under the name "Sinewire Networks Inc." on October 4,
    2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On April 14, 2005 the Company entered into a reverse
      acquisition with 1476246 Ontario Limited, a company incorporated pursuant
      to the laws of Ontario, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Products:The Company is a developer and
      manufacturer of civil defense products that are designed as less lethal
      alternatives to conventional weapons. The products include weapon systems
      and munitions that are designed to incapacitate (as opposed to kill)
      opponents, and at the same time, ensure the safety of the personnel using
      the products. In addition, the Company also manufactures shields, service
      equipment, training gear and accessories. The products are primarily
      designed for the use by military and law enforcement organizations. The
      Company also provides less lethal training to police, military and private
      sector security personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going concern:The accompanying
      condensed consolidated financial statements have been prepared in
      accordance with United States generally accepted accounting principles
      that are applicable to a going concern, meaning that the Company will be
      able to realize its assets and discharge its liabilities in the normal
      course of operations. The Company has sustained operating losses in the
      first quarter of 2008 and in each of the three preceding years, and has a
      working capital deficiency of $722,396 and an accumulated deficit of
      $3,325,180 at March 31, 2008. The Companys ability to realize its assets
      and discharge its liabilities depends on its continued ability to raise
      additional debt or equity and to reach a profitable level of operations,
      the outcomes of which cannot be determined at this time. The use of United
      States generally accepted accounting principles that are applicable to a
      going concern, therefore, may not be appropriate. These consolidated
      financial statements do not reflect adjustments that would be necessary if
      the going concern assumption were not appropriate.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying condensed consolidated financial
      statements have been prepared by management in accordance with generally
      accepted accounting principles in the United States of America (US
      GAAP).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The interim results of operations are not necessarily
      indicative of the results to be expected for the fiscal year ending
      December 31, 2008. The accompanying condensed consolidated financial
      statements are unaudited and, in the opinion of management, contain all
      adjustments (consisting only of normal recurring accruals) necessary for a
      fair presentation of financial position, results of operations and cash
      flows for the period(s) presented. The Companys accounting policies and
      certain other disclosures are set forth in the notes to the annual
      consolidated financial statements contained in the Companys Annual Report
      on Form 10-KSB for the year ended December 31, 2007. The accompanying
      condensed consolidated financial statements should be read in conjunction
      with the Companys audited consolidated financial statements and notes
      thereto.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Consolidation:The accompanying
      condensed consolidated financial statements of the Company include the
      financial position, results of operations and cash flows of the Company
      and its wholly-owned subsidiary, 1476246 Ontario Limited. All
      inter-company transactions have been
eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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-8 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Cash and cash equivalents:Cash and
      cash equivalents include cash and all highly liquid investments purchased
      with original maturities of three months or less at the date of purchase.
      At March 31, 2008 and December 31, 2007, the Company had no cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Inventories:Inventories are valued
      at the lower of cost and net realizable value with cost being determined
      using the first-in, first-out method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Revenue recognition:Revenue from product
      sales is recognized in accordance with Securities and Exchange Commission
      (SEC) Staff Accounting Bulletin No. 104 (SAB 104), Revenue
      Recognition. Under SAB 104, revenue is recognized when persuasive evidence
      of an arrangement exists, delivery has occurred or services have been
      rendered, the sales price is fixed or determinable and collectibility is
      reasonably assured. Generally, these criteria are met upon shipment to
      customers. Revenues are recorded net of discounts, rebates and estimated
      returns. Customer payments received in advance of product shipments are
      recorded as unearned revenue and are presented in the accompanying
      condensed consolidated financial statements as a component of accrued
      liabilities. Shipping and handling costs incurred are included in the cost
      of revenue.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company provides standard warranties for its product
      for a period of one year from the date of shipment. Estimated warranty
      obligations are recorded at the time of sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Allowance for doubtful accounts: The
      allowance for doubtful accounts is based on the Companys assessment of
      the collectibility of customer accounts. The Company regularly reviews the
      allowance by considering factors such as historical experience, credit
      quality, the age of the accounts receivable balances and current economic
      conditions that may affect a customers ability to pay. The allowance for
      doubtful accounts was $1,760 at March 31, 2008 and December 31,
    2007.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Property and equipment:Property and
      equipment are carried at cost less accumulated depreciation. Expenditures
      for maintenance and repairs are charged to operations when incurred, while
      additions and betterments are capitalized. The Company depreciates the
      costs of these assets over their estimated useful lives. When assets are
      retired or disposed, the assets original cost and related accumulated
      depreciation are eliminated from accounts and any gain or loss is
      reflected in income. Depreciation and amortization are generally provided
      for by the straight-line method over the estimated useful lives of the
      assets as follows:                                                                                                                                                                                                                                

Office, protective and demonstration, and
      computer equipment
      4 yearsManufacturing equipment
      10 yearsLeasehold improvements
      over the term of the lease


Intangibles: The
Companys intangible assets comprise a license, trademarks and patents which are
accounted for at cost. The license is amortized straight-line over 17 years
which is the life of the agreement, and the trademarks and patents are amortized
straight-line over 5 years. Should the Company determine that there is permanent
impairment in the value of the unamortized portion of an intangible asset, an
appropriate amount of the unamortized balance of the intangible asset would be
charged to income at that time.

---

-9 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Impairment of long-lived assets and long-lived
      assets to be disposed of:In accordance with Statement of
      Financial Accounting Standard (SFAS) No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the Company reviews its
      long-lived assets for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of an asset to future net cash flows
      expected to be generated by the asset. If such assets are considered to be
      impaired, the impairment to be recognized would be measured by the amount
      by which the carrying amount of the assets exceeds the fair value of the
      assets. Assets to be disposed of would be reported at the lower of the
      carrying amount or fair value less costs to sell.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Advertising expenses:These costs are
      charged to expense in the period in which they are incurred. Advertising
      expenses for the three-month period ended 2008 amounted to $4,529 (three
      months ended March 31, 2007 - $1,085).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Use of estimates:The preparation of
      financial statements in conformity with United States 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 revenues and expenses
      during the reporting period. Financial statement items subject to
      significant management judgment include revenue recognition; the valuation
      of accounts receivable and inventories; the valuation of property and
      equipment and intangible assets; the completeness of accounts payable and
      accrued liabilities; the valuation of share compensation expense and
      warrants; and, deferred income taxes. Actual results may differ from these
      estimates.                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Income taxes:The Company accounts for
      income taxes in accordance with SFAS No. 109, Accounting for Income Taxes.
      Under SFAS No. 109, deferred tax assets and liabilities are determined
      based on temporary differences between the financial statement and tax
      bases of assets and liabilities and net operating loss and credit carry
      forwards, using enacted tax rates in effect for the year in which the
      differences are expected to reverse. Valuation allowances are established
      when necessary to reduce deferred tax assets to the amounts expected to be
      realized. A provision for income tax expense is recognized for income
      taxes payable for the current period, plus the net changes in deferred tax
      amounts when applicable.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Research and development:Research and
      development costs are expensed as incurred in accordance with SFAS No. 2,
      Accounting for Research and Development Costs. Materials and equipment are
      capitalized and amortized over their estimated useful lives should
      management determine that such expenditures meet the criteria under SFAS
      No. 2 for the capitalization of development costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Any approved Canadian government tax credits are recorded
      as a reduction of the related expense or cost of the asset acquired. The
      benefits are recognized when the Company has complied with the terms and
      conditions of the approved grant program or applicable tax
    legislation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Accounting for stock-based compensation:Beginning in fiscal 2006, the Company adopted Statement of
      Financial Accounting Standards No. 123 (Revised 2004), Share-based Payment
      (SFAS 123R), which revises SFAS No. 123, Accounting for Stock-based
      Compensation, and supersedes Accounting Principles Board Opinion No. 25
      (APB 25), Accounting for Stock Issued to Employees. SFAS 123R requires
      all share-based payments, including grants of employee stock options, be
      measured at fair value and expensed in the statement of operations over
      the service period. Prior to fiscal 2006, the Company accounted for its
      stock-based compensation plans using the intrinsic value method initially
      prescribed by APB 25. In applying APB 25, no expense was recognized upon
      grant of stock options under the Companys stock option
  plan.                                                          

---

-10 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Financial instruments:The Companys
      financial instruments comprise cash and cash equivalents, accounts
      receivable, accounts payable and accrued liabilities, promissory notes and
      due to shareholders. The fair value of the Companys financial instruments
      approximates their carrying value due to the short maturity of these
      instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Earnings (loss) per common share:The
      Company computes net income (loss) per share in accordance with SFAS No.
      128, Earnings per Share. The standard requires presentation of both basic
      and diluted earnings per share (EPS) on the face of the statement of
      operations. Basic EPS is computed by dividing net income (loss) available
      to common shareholders by the weighted average number of shares
      outstanding during the reporting period. Diluted EPS gives effect to all
      dilutive potential common shares outstanding during the reporting period
      using the treasury stock method and convertible preferred stock using the
      if-converted method. In computing diluted EPS, the average stock price for
      the period is used in determining the number of shares assumed to be
      purchased from the exercise of convertible debt, stock options or
      warrants. Diluted EPS excludes all dilutive potential shares if their
      effect is anti-dilutive. All potentially dilutive securities have been
      excluded from the computation of loss per share in the accompanying
      consolidated financial statements at March 31, 2008 and 2007 as the effect
      would have been antidilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Foreign currency translation:The
      accompanying consolidated financial statements are expressed in Canadian
      dollars, which is the Companys functional currency. All transactions in
      foreign currencies have been converted to Canadian dollars as at the date
      of the transaction. Gains and losses arising upon settlement of foreign
      currency denominated transactions or balances are included in the
      determination of net and other comprehensive income. Transactions in
      foreign currency are translated into Canadian dollars in accordance with
      the SFAS No. 52, Foreign Currency Translation, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | ii.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | iii.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Comprehensive income (loss):The
      Company has adopted SFAS No. 130, Reporting Comprehensive Income (FAS No.
      130), which establishes standards for reporting and the display of
      comprehensive income, its components and accumulated balances.
      Comprehensive income (loss) is defined to include all changes in equity
      except those resulting from investments by owners or distributions to
      owners. Among other disclosures, FAS No. 130 requires that all items that
      are required to be recognized under the current accounting standards as a
      component of comprehensive income be reported in a financial statement
      that is displayed with the same prominence as other financial statements.
      Comprehensive income (loss) is displayed in the accompanying condensed
      consolidated statements of stockholders' deficiency and balance sheet as a
      component of shareholders' deficiency. To the date of March 31, 2008 there
      were no transactions affecting other comprehensive income
(loss).                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Comparative figures:Certain comparative
      figures have been restated to conform to the basis of presentation adopted
      for the current period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

-11 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Recent accounting
    pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In June 2006, the Financial Accounting Standards Board
      (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109" (FIN 48),
      which clarifies the accounting for uncertainty in tax positions. This
      Interpretation requires issuers to recognize the benefit of a tax position
      if that position is more likely than not of being sustained on a tax
      audit, based on the technical merits of the position. The provisions of
      FIN 48 become effective as of the beginning of the Companys 2008 fiscal
      year, with the cumulative effect of the change in accounting principle
      recorded as an adjustment to opening retained earnings. The adoption of
      this statement has not had a material effect on the Company's reported
      financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In September 2006, the FASB issued Statement No. 157,
      Fair Value Measurements (FAS 157). The objective of FAS 157 is to
      increase consistency and comparability in fair value measurements and to
      expand disclosures about fair value measurements. FAS 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. FAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements and does not require any new
      fair value measurements. The provisions of FAS 157 are effective for fair
      value measurements made in fiscal years beginning after November 15, 2007.
      In November 2007, the FASB announced an option to defer implementation of
      some of the requirements of this standard for certain non-financial assets
      and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Beginning January 1, 2008, the Company partially applied
      FAS 157 as allowed by FASB Staff Position (FSP) 157- 2, which delayed
      the effective date of FAS 157 for nonfinancial assets and liabilities. As
      of January 1, 2008 the Company has applied the provisions of FAS 157 to
      its financial instruments and the impact was not material. Under FSP
      157-2, the Company will be required to apply FAS 157 to its nonfinancial
      assets and liabilities beginning January 1, 2009. Management is currently
      reviewing the applicability of FAS 157 to the Companys nonfinancial
      assets and liabilities and the potential impact that application will have
      on its consolidated statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In September 2006, the Securities and Exchange Commission
      issued Staff Accounting Bulletin No. 108 (Topic 1N), Considering the
      Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements (SAB 108), which addresses how the
      effect of prior year uncorrected misstatements should be considered when
      quantifying misstatements in current year financial statements. The
      provisions of SAB 108 become effective as of the end of the 2007 fiscal
      year. SAB 108 requires SEC registrants (i) to quantify misstatements using
      a combined approach which considers both the balance sheet and income
      statement approaches; (ii) to evaluate whether either approach results in
      quantifying an error that is material in light of relevant quantitative
      and qualitative factors; and (iii) to adjust their financial statements if
      the new combined approach results in a conclusion that an error is
      material. SAB No. 108 addresses the mechanics of correcting misstatements
      that include effects from prior years. It indicates that the current year
      correction of a material error that includes prior year effects may result
      in the need to correct prior year financial statements even if the
      misstatement in the prior year or years is considered immaterial. Any
      prior year financial statements found to be materially misstated in years
      subsequent to the issuance of SAB 108 would be restated in accordance with
      FAS No. 154, Accounting Changes and Error Corrections. SAB 108 is
      effective for fiscal years ending after November 15, 2006. The adoption of
      SAB 108 has not had a material effect on the Company's reported financial
      position or results of operations.

---

-12 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Recent accounting pronouncements
      (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In February 2007, the FASB issued Statement No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities -
      Including an Amendment of FASB Statement No. 115 (FAS 159). This
      statement permits entities to choose to measure many financial instruments
      and certain other items at fair value. Most of the provisions of FAS 159
      apply only to entities that elect the fair value option. However, the
      amendment to FAS 115, Accounting for Certain Investments in Debt and
      Equity Securities, applies to all entities with available-for-sale and
      trading securities. FAS 159 is effective as of the beginning of an
      entity's first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on
      or before November 15, 2007, provided the entity also elects to apply the
      provisions of FAS 157, Fair Value Measurements. The adoption of this
      statement has not had a material effect on the Company's reported
      financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In December 2007, the FASB issued Statement No. 141(R),
      Business Combinations (FAS 141R), replacing FAS 141, Business
      Combinations (FAS 141). This statement retains the fundamental
      requirements in FAS 141 that the acquisition method of accounting (which
      FAS 141 termed the purchase method) be used for all business
      combinations and for an acquirer to be identified for each business
      combination. This Statement also establishes principles and requirements
      for how the acquirer: a) recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, and
      any non-controlling interest in the acquiree; b) recognizes and measures
      the goodwill acquired in the business combination or a gain from a bargain
      purchase; and c) determines what information to disclose to enable users
      of the financial statements to evaluate the nature and financial effects
      of the business combination. This Statement clarifies that acquirers are
      required to expense costs related to any acquisitions. FAS 141R will apply
      prospectively to business combinations for which the acquisition date is
      on or after fiscal years beginning December 15, 2008. Early adoption is
      prohibited. The Company has not yet evaluated the impact, if any, that FAS
      141R will have on its financial statements. Determination of the ultimate
      effect of this statement will depend on the Companys structure at the
      date of adoption.                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements  An
      Amendment of ARB No. 51 (FAS 160). FAS 160 establishes new accounting
      and reporting standards for the non controlling interest in a subsidiary
      and for the deconsolidation of a subsidiary. Specifically, this statement
      requires the recognition of a noncontrolling interest (minority interest)
      as equity in the consolidated financial statements and separate from the
      parents equity. The amount of net income attributable to the non
      controlling interest will be included in consolidated net income on the
      face of the income statement. FAS 160 clarifies that changes in a parents
      ownership interest in a subsidiary that do not result in deconsolidation
      are equity transactions if the parent retains its controlling financial
      interest. In addition, this statement requires that a parent recognize a
      gain or loss in net income when a subsidiary is deconsolidated. Such gain
      or loss will be measured using the fair value of the non- controlling
      equity investment on the deconsolidation date. FAS 160 also includes
      expanded disclosure requirements regarding the interests of the parent and
      its non controlling interest. FAS 160 is effective for fiscal years
      beginning on or after December 15, 2008, with retrospective presentation
      and disclosure for all periods presented. Early adoption is prohibited.
      The Company currently has no entities or arrangements that will be
      affected by the adoption of FAS 160. However, determination of the
      ultimate effect of this pronouncement will depend on the Companys
      structure at the date of adoption.

---

-13 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|2. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Recent accounting pronouncements
      (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In March 2008, the FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities an amendment of FASB
      Statement No. 133 (SFAS 161). This Statement requires enhanced disclosures
      about an entitys derivative and hedging activities, including (a) how and
      why an entity uses derivative instruments, (b) how derivative instruments
      and related hedged items are accounted for under SFAS No. 133, Accounting
      for Derivative Instruments and Hedging Activities and its related
      interpretations, and (c) how derivative instruments and related hedged
      items affect an entitys financial position, financial performance, and
      cash flows. SFAS 161 is effective for financial statements issued for
      fiscal years and interim periods beginning after November 15, 2008. The
      Company currently has no entities or arrangements that will be affected by
      the adoption of FAS 161. However, determination of the ultimate effect of
      this pronouncement will depend on the Companys structure at the date of
      adoption.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | INVENTORIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                 |   | March
      31, 2008 |  |   | December 31, 2007 | 
| | --------------- | - | -------------------- |  | - | ----------------- | 
| | Raw materials   | $ | 71,866               |  | $ | 82,849            | 
| | Work in process |   | 16,696               |  |   | 27,519            | 
| | Finished goods  |   | 33,299               |  |   | 21,532            | 
| |                 | $ | 121,861              |  | $ | 131,900           | 

|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                                        |   | March 31, 2008 |  |   | December 31, 2007 | 
| | -------------------------------------- | - | -------------- |  | - | ----------------- | 
| | Office equipment                       | $ | 23,547         |  | $ | 23,547            | 
| | Manufacturing equipment                |   | 218,508        |  |   | 218,508           | 
| | Protective and demonstration equipment |   | 78,046         |  |   | 78,046            | 
| | Computer equipment                     |   | 9,565          |  |   | 9,565             | 
| | Leasehold improvements                 |   | 24,577         |  |   | 24,577            | 
| |                                        |   | 354,243        |  |   | 354,243           | 
| | Accumulated depreciation               |   | 127,863        |  |   | 112,586           | 
| |                                        | $ | 226,380        |  | $ | 241,657           | 

|5. | INTANGIBLE ASSETS
|-- | -----------------

March 31, 2008
      
      
      December 31, 2007Accumulated
      
      
      
      
      
      
      
      
      AccumulatedCost
      
      
      Amortization
      
      
      Net
      
      
      Cost
      
      
      Amortization
      
      
      NetLicenseagreement
      $
      22,122
      
      $
      4,230
      
      $
      17,892
      
      $
      22,122
      
      $
      3,904
      
      $
      18,218Trademarks
      
      822
      
      
      342
      
      
      480
      
      
      822
      
      
      307
      
      
      515Patents
      
      16,607
      
      
      8,584
      
      
      8,023
      
      
      16,607
      
      
      7,715
      
      
      8,892$
      39,551
      
      $
      13,156
      
      $
      26,395
      
      $
      39,551
      
      $
      11,926
      
      $
      27,625


---

-14 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|6. | ACCRUED LIABILITIES
|-- | -------------------

| |                                       |   | March 31, 2008 |  |   | December 31, 2007 | 
| | ------------------------------------- | - | -------------- |  | - | ----------------- | 
| | Customer payments received in advance | $ | 23,123         |  | $ | 23,123            | 
| | Legal and accounting                  |   | 170,445        |  |   | 176,245           | 
| | Interest                              |   | 34,540         |  |   | 27,009            | 
| | Royalties                             |   | 7,500          |  |   | 5,000             | 
| | Other                                 |   | 7,999          |  |   | 20,897            | 
| |                                       | $ | 243,607        |  | $ | 252,274           | 

|7. | CONTINGENCIES AND COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a) Litigation:An action was
      commenced against the Company for costs relating to professional services
      of approximately $130,000, including interest. The Company is disputing
      the original amount of the claim ($113,937) and all interest. Included as
      a component of accrued liabilities in the accompanying condensed
      consolidated financial statements is an amount of $93,937 at March 31,
      2008 (December 30, 2007 - $113,937). During the fiscal quarter ended March
      31, 2008, the Company paid the claimant $20,000 cash. Subsequent to March
      31, 2008, the Company paid $20,000 cash to the claimant. Managements
      intention is to pay what it believes to be the fair value of the claim by
      paying an additional $10,000, and to vigorously contest the
  balance.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b) Employment Contract:The Company
      has an employment contract with an executive, expiring December 31, 2009,
      which stipulates that in the event of termination other than for just
      cause, the Company would be obligated to pay to the executive the
      aggregate of any unpaid salary and an amount equal to the lesser of: (1)
      three times the annual salary of the executive, and (2) an amount equal to
      the annual salary multiplied by the number of days between the date of
      termination and the executives normal retirement date divided by
    365.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (c) License Agreement:The Company
      entered into a license agreement with the University of Western Ontario
      (UWO), effective April 1, 2005, granting the Company the exclusive
      rights to make, use, lease, sell, etc. a UWO invention, known as the Less
      Lethal Ammunitions Projectile (the Projectile), as well as any
      associated trade secrets. Lamperd has agreed to pay all approved
      out-of-pocket expenses incurred by UWO, assume responsibility for future
      patent prosecution and rights and pay UWO a quarterly royalty commencing
      April 1, 2006 of three percent of revenue directly attributable to the
      Projectile. The royalty is subject to minimum royalty obligations as
      detailed below.                                                                    

Year
    Minimum Annual License Fee per Year2008 - 2010
    $ 10,0002011 and thereafter
    $ 20,000


Included as a component of accrued
liabilities in the accompanying condensed consolidated financial statements are
amounts totaling $7,500 at March 31, 2008 (December 30, 2007 - $5,000).

---

-15 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|7. | CONTINGENCIES AND COMMITMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (d) Operating Leases:The Company is
      committed to minimum payments under an operating lease for the land and
      building that it occupies. The lessor is 1109630 Ontario Ltd., a company
      owned by a director and vice-president of the Company. The lease expires
      December 31, 2010 with annual lease payments of $76,800, exclusive of
      occupancy charges. The Company leases additional space from the same
      company on a month-to-month basis for a monthly rental of
$1,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In addition, the Company is committed to minimum payments
      for a vehicle lease, ending February 2009, requiring annual lease payments
      of $6,696.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (e) Industry Risk:Products
      manufactured by Lamperd are typically used in applications and situations
      that involve a high level of risk of personal injury. Failure to use the
      Companys products for their intended purposes could result in serious
      bodily harm or death. As a result, less-lethal products may be subject to
      product liability claims arising from their design, manufacture or sale.
      If any such claims are decided against the Company, substantial payments
      for damages and increases in the cost insurance coverage may result. Any
      substantial uninsured loss could have a materially adverse effect on the
      Companys business, financial condition, and results of operations.
      Management is not aware of any lawsuits ongoing or threatened in regards
      to products manufactured and sold by the Company other than those
      disclosed in the notes to the accompanying condensed consolidated
      financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company cancelled its product liability insurance
      coverage during fiscal 2006. This coverage has not been reinstated. The
      Company cannot provide assurances that resources will be available in the
      foreseeable future to reinstate product liability insurance coverage or,
      failing that, that adequate resources will be available to cover any
      potential product liability litigation or claims should any
  arise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (f) Concentrations of Risk and Economic
      Dependence: The Company performs ongoing credit evaluations of its
      customers and, with the exception of certain financing transactions, does
      not require collateral from its customers. The Companys customers are
      primarily in the enterprise, service provider and commercial markets. The
      Company receives certain of its components from sole suppliers.
      Additionally, the Company relies on a limited number of contract
      manufacturers and suppliers to provide manufacturing services for its
      products. The inability of a contract manufacturer or supplier to fulfill
      supply requirements of the Company could materially impact future
      operating results.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the three-month period ended March 31, 2008, three
      customers accounted for approximately 87% of the Companys gross sales
      (March 31, 2007  three; 93%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

-16 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|8. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Credit risk:The Company is engaged in the sale of
      less lethal products, other protective gear, and accessories typically
      to a small number of major customers, although the composition of this
      group of customers changes from year to year. Concentration of credit risk
      may arise from exposures to a single debtor or to a group of debtors
      having similar characteristics such that their ability to meet their
      current obligations is expected to be affected similarly by changes in
      economic or other conditions. The Company performs ongoing credit
      evaluation of its customers' financial condition and, generally, requires
      no collateral. At March 31, 2008, 41% of total accounts receivable was due
      from one customer (December 31, 2007 - 34%; one).                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Currency risk:The Company is subject to currency
      risk through its activities in the United States. Unfavorable changes in
      the exchange rate may affect the operating results of the Company. At
      March 31, 2008 the Company had United States dollar accounts receivable of
      $6,402 (December 31, 2007 - $6,462) and $25,930 of United States dollar
      accounts payable and accrued liabilities (2007 - $20,707). The Company
      does not actively use derivative instruments to reduce its exposure to
      foreign currency risk. However, depending upon the nature, amount and
      timing of foreign currency receipts and payments, the Company may enter
      into forward exchange contracts to mitigate the associated risks. There
      were no forward exchange contracts outstanding at March 31, 2008 or
      December 31, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Market risk:The Company is exposed to certain
      market risk that the value of a financial instrument will fluctuate due to
      changes in market prices whether those changes are caused by factors
      specific to an individual security or its issuer or factors affecting all
      securities traded in the market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Interest rate risk:The Company is exposed to
      interest rate risk arising from fluctuations in interest rates on its
      short- term investments. The Companys notes receivable and bridge loans
      bear interest at fixed rates. Management is of the opinion that the
      Company is not exposed to significant interest rate risks in respect of
      these instruments due to their short maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

-17 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|10. | DUE TO SHAREHOLDERS, OFFICERS DIRECTORS AND
    EMPLOYEES
|--- | ---------------------------------------------------------

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | **March 31,** |  |   | **Dec. 31,** | 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- |  | - | ------------ | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | 2008          |  |   | 2007         | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(i)    | Promissory notes due to
      shareholders, unsecured, bearing interest at 15% per annum, due December
      2007. The notes contain a penalty provision on failure to pay at the
      maturity date of 2% on the unpaid balance.                                                                                                                                                                                                                                                                                                      | $ | 50,000        |  | $ | 50,000       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(ii)   | Promissory notes due to a
      shareholder, unsecured, bearing interest at 15% per annum, and are
      repayable April 2008. The note contains a penalty provision on failure to
      pay at the maturity date of 2% on the unpaid balance.                                                                                                                                                                                                                                                                                          |   | 30,000        |  |   | 30,000       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(iii)  | Demand promissory note with a
      principal of $50,000 due to a shareholder, bearing interest at 8% per
      annum and secured by a General Security Agreement over all assets of the
      Company. This note bore a lenders fee of $6,000, which was expensed
      during 2007, resulting in net proceeds to the Company of $44,000. The
      interest rate increased to 12% on January 1, 2008, plus an additional
      $2,000 lenders fee, on any unpaid balance. The Company repaid $25,000 of
      the loan during 2007. |   | 25,000        |  |   | 25,000       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(iv)   | Promissory notes due to
      shareholders, unsecured, bearing interest at 15% per annum, repayable as
      to principal and interest on April 11, 2008.                                                                                                                                                                                                                                                                                                                                                                               |   | 20,000        |  |   | 20,000       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(v)    | Demand promissory note with a
      principal of $80,000 due to a director, bearing interest at 10% per annum.
      Principal payments were due in monthly installments commencing June 30,
      2007 of not less than $750. This note bore a lenders fee of $5,000, which
      was expensed during 2007, resulting in net proceeds to the Company of
      $75,000. No principal payments have been made to date.                                                                                                                  |   | 80,000        |  |   | 80,000       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(vi)   | Promissory note to
      shareholder, bearing interest at 12% per annum and due April 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 2,000         |  |   | 2,000        | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(vii)  | Promissory note to a company
      controlled by a shareholder of the Company, bearing interest at 15% per
      annum, due March 2009.                                                                                                                                                                                                                                                                                                                                                                                                 |   | 20,000        |  |   | -            | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |               |  |   |              | 
|(viii) | The Company is indebted to
      certain employees, directors and shareholders for services, salaries,
      rent, consulting fees and for amounts advanced to the Company. These
      amounts are non-interest bearing and are repayable on demand.                                                                                                                                                                                                                                                                                   |   | 147,574       |  |   | 82,382       | 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $ | 374,574       |  |   | 289,382      | 

---

-18 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|11. | STOCK INCENTIVE PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Effective October 1, 2006, the Company adopted the 2006
      Stock Option Plan (SOP), amending the Companys 2005 SOP under which no
      stock-based compensation had ever been awarded. The 2006 SOP is designed
      to reward directors, employees and consultants for their long-term
      contributions to the Company and provide incentives for them to remain
      with the Company. The number and frequency of stock-based awards are
      determined by the Companys board of directors based on competitive
      practices, operating results of the Company, and government
      regulations.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The maximum number of common shares issuable over the
      term of the 2006 SOP is limited to 2 million shares. The SOP permits the
      granting of stock options to directors, employees and consultants of the
      Company and its subsidiaries and affiliates. Options granted under the SOP
      have an exercise price of at least 100% of the fair market value of the
      underlying stock on the grant date and expire no later than ten years from
      the grant date. The stock options under the SOP generally become
      exercisable for 25% of the option shares one year from the date of grant
      and then rateably over the following 36 months. However, the administrator
      of the SOP has the authority to modify these terms.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The following SOP table summarizes the changes in options
      outstanding and the related prices for the shares of the Companys common
      stock issued as of March 31, 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Number of
    
    
    Weighted AverageOptions
    
    
    Exercise Price US dollarsJanuary 1, 2007
    
    200,000
    
    
    0.10Granted  June 2007
    
    650,000
    
    
    0.0866July 2007
    
    250,000
    
    
    0.10December 2007
    
    500,000
    
    
    0.04March 31, 2008
    
    1,600,000
    
    $
    0.07


Options Outstanding and Exercisable at
March 31, 2008:

Options
        Outstanding
      
      
      Options
        ExercisableRange ofExercise
      
      
      
      
      
      
      
      Exercise
      
      
      
      
      
      ExercisePrices  US
      
      
      
      
      
      
      
      Price  US
      
      
      
      
      
      Price -dollars
      
      Shares
      
      
      Expiry date
      
      
      dollars
      
      
      Shares
      
      
      US
        dollars$     0.04
      
      500,000
      
      
      Dec. 2012
      
      $
      0.04
      
      
      250,000
      
      $
      0.040.10
      
      250,000
      
      
      July 2012
      
      
      0.10
      
      
      187,500
      
      
      0.100.08
      
      650,000
      
      
      June 2012
      
      
      0.08
      
      
      650,000
      
      
      0.080.10
      
      100,000
      
      
      Nov. 2008
      
      
      0.10
      
      
      66,667
      
      
      0.100.10
      
      100,000
      
      
      Dec. 2013
      
      
      0.10
      
      
      66,667
      
      
      0.101,600,000
      
      
      
      
      $
      0.07
      
      
      1,220,834
      
      
      0.08


---

-19 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|11. | STOCK INCENTIVE PLAN (continued)                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The fair value of the options has been estimated using
      the Black-Scholes pricing option model. The assumptions used for the
      valuation of the options were: dividend yield  0%; expected volatility 
      144%; risk-free interest rate - 4.1%; and an expected life of 5 -7 years.
      Total stock-based compensation costs for the three-month period ended
      March 31, 2008 amounted to $4,905 (March 31, 2007 - $0).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Transactions during the year in the Companys capital
      stock are as follows:                                                                                                                                                                                                                                                                                                                                                           

Number of shares
    
    
    Par value
    
    
    Additional paid-inDate
    
    issued
    
    
    common shares
    
    
    capitalBalance  January 1, 2007
    
    53,820,158
    
    $
    65,947
    
    $
    2,331,588March 31, 2007 (i)
    
    422,982
    
    
    488
    
    
    53,233May 1, 2007 (ii)
    
    750,000
    
    
    750
    
    
    85,718June 30, 2007 (iii)
    
    374,900
    
    
    399
    
    
    29,523December 31, 2007 (iv)
    
    3,077,528
    
    
    3,078
    
    
    120,023December 31, 2007 (v)
    
    250,000
    
    
    250
    
    
    9,750December 31, 2007 (vi)
    
    250,000
    
    
    250
    
    
    9,750December 31, 2007 (vii)
    
    925,475
    
    
    925
    
    
    36,0942007 stock-based compensation
    
    0
    
    
    0
    
    
    102,888Balance  December 31, 2007
    
    59,871,043
    
    $
    72,087
    
    $
    2,778,5672008 stock-based compensation
    
    0
    
    
    0
    
    
    4,905Balance  March 31, 2008
    
    59,871,043
    
    $
    72,087
    
    $
    2,783,472


| | (i)   | Shares issued to a corporation owned by a director of the
      Company in lieu of repayment of loans outstanding at March 31,
  2007.                                                                                                                
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                       
| | (ii)  | Issued in a private placement offering at US $0.10 a unit
      which included common stock purchase warrants entitling the holder to
      acquire up to 1,000,000 common shares in the company at US $0.08 per
      share, expiring April 30, 2010.
| |       |                                                                                                                                                                                                                                                       
| | (iii) | Shares issued to a corporation owned by a director of the
      Company in lieu of repayment of loans outstanding at June 30,
  2007.                                                                                                                 

---

-20 -

|LAMPERD LESS LETHAL INC.                            
|----------------------------------------------------
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Canadian Funds)                                    
|March 31, 2008                                      
|(Unaudited)                                         

|12. | CAPITAL STOCK (continued)
|--- | -------------------------

| | (iv)  | Shares issued to a corporation owned by a director of the
      Company in lieu of payment for services rendered to the Company during
      2007.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                   
| | (v)   | Shares issued to an employee of the Company as an
      incentive bonus.                                                                          
| |       |                                                                                                                                                   
| | (vi)  | Shares issued to a consultant in lieu of payment for
      services rendered to the Company during 2007.                                          
| |       |                                                                                                                                                   
| | (vii) | Shares issued to the president of the Company in lieu of
      payment for services rendered during 2007.                                         

|13. | WARRANTS                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  
|    | At January 1 2006, the Company had issued and outstanding
      3,000,000 common stock purchase warrants for the purchase of stock in the
      Company at US $1.25 - $1.40. These warrants expired in 2007.                     
|    |                                                                                                                                                                                                                                  
|    | As part of the unit issuance described in note 12 (ii),
      the Company issued 1,000,000 common stock purchase warrants for the
      purchase of stock in the Company at US $0.08. These warrants expire in May
      of 2010.

|14. | DEFERRED INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The parent company, Lamperd Less Lethal Inc., is a US
      corporation and is responsible for the filing of United States Federal
      income tax returns. There have been no taxable transactions in this
      company in 2008, 2007 or in 2006. Separate income tax returns are filed
      for the Canadian subsidiary, 1476246 Ontario Limited, which contains all
      of the reported operations for the consolidated entity. There was no
      taxable income and, consequently no provision for income taxes, for the
      quarters ended March 31, 2008 or 2007.                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | At March 31, 2008 the Company had cumulative net tax
      operating loss carry-forwards of approximately $2.9 million (December 31,
      2007 - $2.8 million) with respect to its Canadian subsidiary and $104,000
      (December 31, 2007 - $104,000) in the United States for the parent. With
      respect to the Canadian amount, $114,000 will expire in 2028; $634,000 in
      2027; $800,000 in 2026; and, $1,328,000 in 2015. The US net operating loss
      expires in 2021 through 2024. The provisions of Internal Revenue Code
      Section 382 will apply to the use of the US net operating losses
      originated before 2005.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On April 9, 2008 a shareholder advanced $40,000 to the
      Company under a promissory note bearing interest at 12% per annum, with
      principal due in April 2009. The notes are secured by certain purchase
      orders that the Company has received from its
customers.                                                                                                                                                                                                                                                                                                                                                                     

---

- 21 -

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
Forward-looking statements are statements that relate to future events, future
financial performance or are otherwise projections of future results. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section of this quarterly report on Form 10-Q entitled Risk Factors, that may
cause our companys or our industrys actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements, Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in Canadian Dollars and are
  prepared in accordance with United States Generally Accepted Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar
amounts are expressed in Canadian dollars and all references to common shares
refer to shares of our common stock.

As used in this quarterly report, the terms we, us, our,
our Company and Lamperd mean our company, Lamperd Less Lethal Inc. and our
wholly owned subsidiary 1476246 Ontario Limited, unless otherwise indicated.

Corporate History

We were incorporated under the laws of the State of Nevada
under the name Sinewire Networks Inc. on October 4, 2001. On March 21, 2005,
we changed our name to Lamperd Less Lethal Inc. The name change was recorded
by the Secretary of State of the State of Nevada on March 21, 2005, and took
effect with NASD Inc.s Over-the-Counter Bulletin Board at the opening for
trading on March 31, 2005 under our new stock symbol LLLI.

The address of our principal executive office is 1200 Michener
Road, Sarnia, Ontario N7S 4B1. Our telephone number is (519) 344-4445.

Our Current Business

Our company is a developer, reseller and manufacturer of civil
defense products that are designed as a less lethal alternative to conventional
weapons. The products include weapon systems and munitions that are designed to
incapacitate as opposed to kill opponents, and at the same time, ensure the
safety of the personnel using the products. In addition, our company
manufactures or acquires for resale, shields, service equipment, training gear
and accessories. The products are primarily designed for the use by military and
law enforcement organizations. Our company also offers less lethal training to
police, military, utility companies and private sector security personnel.
Training can be provided by experienced military and police contractors in
addition to trained civilian contractors which are retained as required by our
company with permission from their respective agencies. The training programs
offered by our company incorporate the most current less lethal techniques and
equipment, including our own products.

The launchers consist of a hand held model called the Defender
I, a longer version called the Defender II, a revolving shotgun launcher
called the RSG-20, Homeland Defender 2 shot, and the Military Peace Keeper, or
MPK version, that combines lethal and less lethal technologies in one launcher.
The launchers fire 5 rounds except for our new product the Homeland Defender
which fires 2 rounds. The five types of munitions developed for use by

---

- 22 -

the launchers, as well as certain conventional weapons, consist
of sock rounds, WASP synthetic rounds, distractionary rounds, liquid
incapacitant rounds, and training rounds.

Our market is primarily comprised of military forces and law
enforcement organizations in Canada and the United States. In Canada, our
products are primarily sold to distributors who distribute its products to end
users on an exclusive basis. We have been granted a Canadian Business Firearms
License, which allows the company to manufacture, repair, store, import, export
and sell its proprietary products.

Our products are sold in the United States through a network of
distributors. Our munitions have been approved by the Joint Less-lethal Weapons
program in the United States. The program was established in order to provide
certain personnel with a variety of non-lethal weapons products. In furtherance
of the marketing and sales of our products, we have been assigned a NATO
Commercial and Government Entity Code which enables us to sell military supplies
to NATO member countries.

On July 16, 2007, we entered into a letter of intent dated July
5, 2007 to enter into a joint manufacturing agreement with Lumenyte
International Corporation to develop an undercarriage camera inspection
system.

Our Products

Launchers

We have developed five proprietary projectile launchers. Each
of the launchers is compatible with our line of proprietary less lethal
munitions including the WASP composite rounds, sock rounds, training rounds,
distractionary rounds and liquid incapacitant rounds. Four launchers fire 5
rounds and one launcher fires 2 rounds. The ability of an operator to fire more
than a single round provides greater security in hostile situations.

|1. | Defender I: The Defender I is our standard launcher
      product. The launcher fires munitions from a cylinder that holds five
      rounds. The launcher is a compact and lightweight product that fires 20
      gauge rounds.                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                 
|2. | Defender II: The Defender II is a longer version than the
      Defender I and also fires munitions from a cylinder that holds 5 rounds.
      The launcher fires 20 gauge rounds and has a longer barrel which provides
      for improved accuracy and greater effectiveness at longer
ranges.
|   |                                                                                                                                                                                                                                                                                                 
|3. | RSG-20: The RSG-20 is a revolving shotgun version
      developed for the United States market and designed to fire five 20 gauge
      cartridges.                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                 
|4. | Military Peace Keeper: The MPK version combines lethal
      and less lethal technologies in one launcher and fires five rounds. The
      launcher is lightweight and contains a laser system for increased
      accuracy.                                                                    
|   |                                                                                                                                                                                                                                                                                                 
|5. | Homeland Defender: The Homeland Defender is our 2 shot
      launcher. This launcher is light weight and small enough to be carried as
      second weapon.                                                                                                                                     

Munitions

We manufacture six types of proprietary munitions used by the
launchers. Each of the munitions is made in 20 gauge, 12 gauge, 37mm and 40mm
and 50 caliber sizes. In addition, our munitions are compatible with other 20
gauge, 12 gauge, 37mm, 40mm and 50 caliber conventional weapons delivery
systems. The munitions are designed to ensure the safety of the operator and
incapacitate rather than kill an opponent.

WASP Composite Rounds

The WASP round is our most technologically advanced product.
The round consists of a projectile made from a rubber composite material that
does not harden in colder climates and possesses energy dissipation attributes,
resulting in a safer and more accurate projectile. The composite material allows
it to be used in temperatures ranging

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- 23 -

from minus 50 degrees Celsius to 100 degrees Celsius. The
chemical composition of the projectile dissipates energy upon impact, thus
inflicting a level of force that is sufficient to temporarily incapacitate but
not kill the intended opponent. The projectile is patent pending in Canada and
the United States. The projectile was developed in partnership with the
University of Western Ontario. The University of Western Ontario granted us an
exclusive world-wide license to the technology pursuant to a license agreement
dated January 30, 2005. The license agreement is effective for the term the
patent rights are protected, subject to certain conditions. In consideration for
the grant of license, weve agreed to pay all out-of-pocket expenses incurred by
the University of Western Ontario, assume responsibility for future patent
prosecution and rights and pay the University a royalty commencing on April 1,
2006 of three percent of revenue directly attributable to the projectile. The
royalty is subject to minimum royalty obligations of $5,000 per year for each of
the second and third years following the entry into the license agreement,
$10,000 per year for the fourth to sixth years, and $20,000 thereafter. Our
Company has accrued $2,500 as of March 31, 2008 in connection with the 2008
royalty obligation.

Sock Rounds

The sock round fires a pouch or beanbag projectile filled
with lead pellets. Each sock round contains a proprietary tail attached to the
end of the round which stabilizes the round for increased accuracy. The
composition of the projectile allows for the dissipation of energy upon impact
which reduces the chances of injury of the intended target. The projectile is
intended to be aimed at the abdomen and hits the intended target with sufficient
force to knock the opponent down, but generally not enough to cause permanent
injury.

Distractionary Rounds

The distractionary round is an alternative to conventional stun
grenades and provides a bright flash combined with a 135 decibel noise, used to
disorient and temporarily blind opponents without causing permanent damage.

Liquid Incapacitant Rounds

Incapacitant rounds fire either a liquid or powder form of
pepper spray designed to temporarily blind and incapacitate opponents without
the need for officer contact. Firing the incapacitant rounds from a launcher
provides greater safety to the operator and provides more range than traditional
spray delivery methods.

Training Rounds

Training rounds are non-lethal munitions used by military and
law enforcement organizations to carry out training exercises amongst themselves
in preparation for hostile or combat situations.

Additional Products

We manufacture and distribute products in addition to launchers
and munitions, including;

Specialized Mobil Armed Robot Technology System or SMART System
which combines the Defender launcher technology with an integrated human-robot
interface control platform. The SMART System is designed to deliver less lethal,
lethal and chemical weapon systems. Communication is facilitated by a 360 degree
camera and a proprietary sighting system mounted to the robotic platform.

Firearm Training System, (FTS) is a simulation training
systems, to develop both fundamental basic and judgmental skills for lethal /
less lethal applications through computerized video hit projections. The FTS
training scenario can be customized to the customer needs.

Lumenyte Lamperd Undercarriage Camera Inspection System
(LLUCIS) This portable system utilizes 5 digital video cameras along with
Lumenyte patent pending LED lighting array which provides full non glare
illumination completely devoid of shadows which could disguise the IED. All
images are digitally recorded to the computerized control system. The user can
resize individual video windows these videos can be saved to a desired video
format or to individual images with GPS and time stamps. All this can be done
from a safe location, nearby or remotely monitored via the internet from across
the world.

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- 24 -

Plan of Operation and Cash Requirements

Results of Operations

Three month Summary ending March 31, 2008 and 2007

Three Months EndedMarch
        312008
      
      
      2007Revenue
      $
      57,873
      
      $
      44,825Operating Expenses
      $
      152,137
      
      $
      263,174Interest Expense
      $
      9,608
      
      $
      4,015Net Loss
      $
      (135,531
      )
      $
      (254,057
      )


Revenue

During the quarter ended March 31, 2008 we earned revenues of
$57,873. Since inception, we have earned revenues of $1,004,867.

Expenses

Our operating expenses for the three month periods ended March
31, 2008 and March 31, 2007 are outlined in the table below:

Three Months EndedMarch
        312008
      
      
      2007Selling General and Administrative
      $
      126,023
      
      $
      246,295Research and Development
      $
      -
      
      $
      2,253Interest loans and Advances
      $
      7,046
      
      $
      3,065Interest Other
      $
      2,562
      
      $
      950Depreciation and Amortization
      $
      16,506
      
      $
      10,611


Operating expenses for the three months ended March 31, 2008,
$152,137 decreased by 42% as compared to the comparative period in 2007
primarily as a result of lower salaries and consulting costs due to cost-saving
measures and lower professional fees.

Equity Compensation

During the quarter ended March 31, 2008, no stock, options, or
other equity securities were awarded to our executive officers.

Liquidity and Financial Condition

Working Capital

PercentageAt March 31, 2008
    
    
    At Dec 31, 2007
    
    
    Increase/ DecreaseCurrent Assets
    $
    150,140
    
    $
    156,992
    
    
    4.36 %Current Liabilities
    $
    872,536
    
    $
    765,269
    
    
    14.02 %Working Capital
    $
    (722,396
    )
    $
    (608,277
    )
    
    18.76 %


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- 25 -

|Cash Flows                                      |   |              |   |   |              |  
|----------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                |   |              |   |   |              |  
|                                                |   | Three Months |   |   | Three Months |  
|                                                |   | Ended        |   |   | Ended        |  
|                                                |   | March 31,    |   |   | March 31,    |  
|                                                |   | 2008         |   |   | 2007         |  
|Net Cash Flows from Operating Activities        | $ | (31,291      | ) | $ | (30,538      | )
|Net Cash Flows from Investing Activities        | $ | -            |   | $ | (20,000      | )
|Net Cash Flows from Financing Activities        | $ | 31,291       |   | $ | 67,000       |  
|Increase / (Decrease) In Cash During The Period | $ | -            |   | $ | 16,462       |  

The net $Nil increase that we incurred for the three months ended
  March 31, 2008 compared with $16,452 three months ended March 31, 2007 was largely
  due to the decrease in operating expenses and promissory note proceeds.

In the next twelve months we anticipate spending $200,000 on
management and consulting and $750,000 on general and administrative. Our cash
on hand at March 31, 2008 was $NIL We plan to raise additional capital required
to meet immediate short-term needs and to meet the balance of our estimated
funding requirements for the twelve months, primarily through the private
placement of our securities and sales.

Cash Requirements

We anticipate that we will expend approximately $960,000 during
the twelve-month period ending March 31, 2009 to fund our operations. These
expenditures are broken down as follows:

Operating ExpensesManagement and Consulting
    $
    200,000Selling, General
      and Administrative
    $
    750,000Total Operating Expenses
      $
      950,000Capital Expenditures
    $
    10,000


Future Financings

We anticipate continuing to rely on funds received on the sale
of our common stock as well as loans from our share holders in order to continue
to fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. There is no assurance that we will
achieve any additional funds from the sale of our common stock or arrange for
debt or other financing to fund our planned business activities. We presently do
not have any arrangements for additional financing from potential line of
credit.

As noted, we are pursuing various financing alternatives to
meet our immediate and long-term financial requirements, which we anticipate
will consist of further private placements of equity securities and advances
from related parties or shareholder loans. We plan to rely on shareholder loans
and private placements to meet our short term cash requirements. We have not
entered into any definitive agreements with any shareholders or related parties
for the provision of loans or advances. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, or generate significant
material revenues from operations, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease our operations.

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- 26 -

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Due to the uncertainty of our ability to meet our current
operating cash requirements, in their report on the annual financial statements
for the year ended December 31, 2007, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

As a result, there will also be substantial doubt about our
ability to continue as a going concern as the continuation of our business will
be dependent upon obtaining further financing and achieving a profitable level
of operations. The issuance of additional equity securities by us could result
in a significant dilution in the equity interests of the stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Contractual Obligations

All contractual obligations have been disclosed in the
Financial Statement

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Recently Issued Accounting Standards

In June 2006, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" (FIN
48), which clarifies the accounting for uncertainty in tax positions. This
Interpretation requires issuers to recognize the benefit of a tax position if
that position is more likely than not of being sustained on a tax audit, based
on the technical merits of the position. The provisions of FIN 48 become
effective as of the beginning of the Companys 2008 fiscal year, with the
cumulative effect of the change in accounting principle recorded as an
adjustment to opening retained earnings. The adoption of this statement has not
had a material effect on the Company's reported financial position or results of
operations.

In September 2006, the FASB issued
Statement No. 157, Fair Value Measurements(FAS 157). The objective of
FAS 157 is to increase consistency and comparability in fair value measurements
and to expand disclosures about fair value measurements. FAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
FAS 157 applies under other accounting pronouncements that require or permit
fair value measurements and does not require any new fair value measurements.
The provisions of FAS 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. In November 2007, the FASB
announced an option to defer implementation of some of the requirements of this
standard for certain non-financial assets and liabilities.

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- 27 -

Beginning January 1, 2008, the Company
partially applied FAS 157 as allowed by FASB Staff Position (FSP) 157-2, which
delayed the effective date of FAS 157 for nonfinancial assets and liabilities.
As of January 1, 2008 the Company has applied the provisions of FAS 157 to its
financial instruments and the impact was not material. Under FSP 157-2, the
Company will be required to apply FAS 157 to its nonfinancial assets and
liabilities beginning January 1, 2009. Management is currently reviewing the
applicability of FAS 157 to the Companys nonfinancial assets and liabilities
and the potential impact that application will have on its consolidated
statements.

In September 2006, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 108 (Topic 1N),
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108), which addresses
how the effect of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. The provisions
of SAB 108 become effective as of the end of the 2007 fiscal year. SAB 108
requires SEC registrants (i) to quantify misstatements using a combined approach
which considers both the balance sheet and income statement approaches; (ii) to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors; and (iii) to
adjust their financial statements if the new combined approach results in a
conclusion that an error is material. SAB No. 108 addresses the mechanics of
correcting misstatements that include effects from prior years. It indicates
that the current year correction of a material error that includes prior year
effects may result in the need to correct prior year financial statements even
if the misstatement in the prior year or years is considered immaterial. Any
prior year financial statements found to be materially misstated in years
subsequent to the issuance of SAB 108 would be restated in accordance with FAS
No. 154, Accounting Changes and Error Corrections. SAB 108 is effective for
fiscal years ending after November 15, 2006. The adoption of SAB 108 has not had
a material effect on the Company's reported financial position or results of
operations.

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

In December 2007, the FASB issued
Statement No. 141(R), Business Combinations (FAS 141R), replacing FAS 141,
Business Combinations (FAS 141). This statement retains the fundamental
requirements in FAS 141 that the acquisition method of accounting (which FAS 141
termed the purchase method) be used for all business combinations and for
an acquirer to be identified for each business combination. This Statement also
establishes principles and requirements for how the acquirer: a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree; b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This Statement clarifies that acquirers are
required to expense costs related to any acquisitions. FAS 141R will apply
prospectively to business combinations for which the acquisition date is on or
after fiscal years beginning December 15, 2008. Early adoption is prohibited.
The Company has not yet evaluated the impact, if any, that FAS 141R will have on
its financial statements. Determination of the ultimate effect of this statement
will depend on the Companys structure at the date of adoption.

In December 2007, the FASB issued SFAS
No. 160, Noncontrolling Interests in Consolidated Financial Statements  An
Amendment of ARB No. 51 (FAS 160). FAS 160 establishes new accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. Specifically, this statement requires the
recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parents equity. The

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- 28 -

amount of net income attributable to
the noncontrolling interest will be included in consolidated net income on the
face of the income statement. FAS 160 clarifies that changes in a parents
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment on the
deconsolidation date. FAS 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling interest. FAS 160
is effective for fiscal years beginning on or after December 15, 2008, with
retrospective presentation and disclosure for all periods presented. Early
adoption is prohibited. The Company currently has no entities or arrangements
that will be affected by the adoption of FAS 160. However, determination of the
ultimate effect of this pronouncement will depend on the Companys structure at
the date of adoption.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer and principal accounting and financial officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of March 31, 2008, the end of the three month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended March 31, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

A Statement of Claim on February 1, 2007 has been filed against
our company by Mintz & Partners LLP for the amount of $103,248. Our company
is disputing this amount and plans to defend itself and counter claiming against
Mintz. Our company and Mintz are in a settlement discussion. Proceedings have
being requested to be held in the City of Toronto, in the Province of Ontario at
the Ontario Superior Court of Justice.

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- 29 -

Item 1A. Risk Factors

Risks Related To Our Business

We operate in a highly-competitive industry and our failure
to compete effectively may adversely affect our ability to generate revenue.

Management is aware of similar products which compete directly
with our products and some of the companies developing these products have
significantly greater financial, technical and marketing resources, larger
distribution networks, and generate greater revenue and have greater name
recognition than us. These companies may develop products superior to those of
our company. Such competition will potentially affect our chances of achieving
profitability, and ultimately adversely affect our ability to continue as a
going concern. Some of our competitors conduct more extensive promotional
activities and offer lower prices to customers than we do, which could allow
them to gain greater market share or prevent us from increasing our market
share. In the future, we may need to decrease our prices if our competitors
continue to lower their prices. Our competitors may be able to respond more
quickly to new or changing opportunities, technologies and customer
requirements. To be successful, we must carry out our business plan, establish
and strengthen our brand awareness through marketing, effectively differentiate
our product line from those of our competitors and build our distribution
network. To achieve this we may have to substantially increase marketing and
research and development in order to compete effectively. Such competition will
potentially affect our chances of achieving profitability, and ultimately
adversely affect our ability to continue as a going concern. Due to minimal
revenue and lack of cash flow we cancelled the product liability insurance
policy in July of 2006. We have subsequently reinstated our product liability
insurance on May 1, 2007. On July 26, 2007, the Company cancelled its product
liability coverage. We cannot make assurances that resources will be available
in the foreseeable future to cover any potential product liability litigation or
claims should any arise during the period that our company was self-insured.

Rapid technological changes in our industry could render our
products non-competitive or obsolete and consequently affect our ability to
generate revenues.

Currently, we derive substantially all of our revenues from the
sale of civil defense products and related products using less lethal
alternatives to conventional weapons, including launchers and munitions. Such
products are characterized and affected by rapid technological change, evolving
industry standards and regulations and changing client preferences. Our success
will depend, in significant part, upon our ability to make timely and
cost-effective enhancements and additions to our technology and to introduce new
products and services that meet customer demands. We expect new products and
services to be developed and introduced by other companies that compete with our
products and services. The proliferation of new and established companies
offering less lethal alternative products may reduce demand for our particular
products. There can be no assurance that we will be successful in responding to
these or other technological changes, to evolving industry standards or
regulations or to new products and services offered by our current and future
competitors. In addition, we may not have access to sufficient capital for our
research and development needs in order to develop new products and
services.

We could lose our competitive advantages if we are not able
to protect our proprietary technology and intellectual property rights against
infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends in part on our
proprietary technology incorporated in our products. If any of our competitors
copy or otherwise gain access to our proprietary technology or develop similar
technologies independently, we would not be able to compete as effectively. We
consider our technologies invaluable to our ability to continue to develop and
maintain the goodwill and recognition associated with our brand. The measures we
take to protect our technologies, and other intellectual property rights, which
presently are based upon registered trade marks in addition to trade secrets,
may not be adequate to prevent their unauthorized use. Although we rely, in
part, on contractual provisions to protect our trade secrets and proprietary
know-how, there is no assurance that these agreements will not be breached, that
we would have adequate remedies for any breach or that our trade secrets will
not otherwise become known or be independently developed by competitors.
Further, the laws of foreign countries may provide inadequate protection of
intellectual property rights. We may need to bring legal claims to enforce or
protect our intellectual property rights. Any litigation, whether successful or
unsuccessful, could result in substantial costs and a diversion of corporate
resources. In addition, notwithstanding any rights we have secured to our

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- 30 -

intellectual property, other persons may bring claims against
us claiming that we have infringed on their intellectual property rights,
including claims that our intellectual property rights are not valid. Adverse
determinations in litigation in which we may become involved could subject us to
significant liabilities to third parties, require us to grant licenses to or
seek licenses from third parties and prevent us from manufacturing and selling
our products. Any claims against us, with or without merit, could be
time-consuming and costly to defend or litigate, divert our attention and
resources, result in the loss of goodwill associated with our trademarks or
require us to make changes to our technologies. Furthermore, we cannot assure
you that any pending patent application made by us will result in an issued
patent, or that, if a patent is issued, it will provide meaningful protection
against competitors or competitor technologies.

We may not be able to hire and retain qualified personnel to
support our growth and if we are unable to retain or hire such personnel in the
future, our ability to improve our products and implement our business
objectives could be adversely effected.

To continue our growth, we will need to recruit additional
senior management personnel, including persons with financial and sales
experience. In addition, we must hire, train and retain a significant number of
other skilled personnel, including persons with experience in less lethal
munitions engineering and manufacturing. We have encountered competition for
these personnel. We may not be able to find or retain qualified personnel, which
will have a material adverse impact on our business.

Our growth could be impaired if we are not able to develop
and maintain the relationships we need to implement our international strategy.

Our growth will depend, in large part, on the success of our
international distribution strategy. We have limited experience in marketing and
selling our products outside of Canada and the United States. We will depend on
partnerships and/or joint ventures in international markets to help us build our
international operations and distribution networks. We will depend upon
international partners to provide marketing and relationship building expertise,
and a base of existing customers. If we are unable to develop and maintain these
relationships, or to develop additional relationships in other countries, our
ability to penetrate, and successfully compete in foreign markets will be
adversely affected.

We intend to expand our business internationally, and
therefore, we are subject to additional financial and regulatory risks.

Our current and future international operations are and will be
subject to various risks, including: foreign import controls (which may be
arbitrarily imposed and enforced and which could interrupt our supplies or
prohibit customers from purchasing our products); exchange rate fluctuations;
the necessity of obtaining government approvals for both new and continuing
operations; and legal systems of decrees, laws, taxes, regulations,
interpretations and court decisions that we are not familiar with. One component
of our strategy is to expand our operations into selected international markets.
Foreign countries in which we are actively marketing include the United States
and we intend to commence marketing efforts in the United Kingdom in the near
future. We, however, may be unable to execute our business model in this market
or new markets. Further, foreign providers of competing products and services
may have a substantial advantage over us in attracting consumers and businesses
in their country due to earlier established businesses in that country, greater
knowledge with respect to the cultural differences of consumers and businesses
residing in that country and/or their focus on a single market. As a result, we
expect to experience higher costs as a percentage of any revenues that we may
generate in the future in connection with the development and maintenance of
international sales. In pursuing our international expansion strategy, we face
several additional risks, including:

- foreign laws and regulations, which may vary country by
country, that may impact how we conduct our business;

- higher costs of doing business in foreign countries;

- potential adverse tax consequences if taxing authorities in
different jurisdictions worldwide disagree with our interpretation of various
tax laws or our determinations as to the income and expenses attributable to
specific jurisdictions, which could result in our paying additional taxes,
interest and penalties;

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- technological differences that vary by marketplace, which we
  may not be able to support;

- longer payment cycles and foreign currency fluctuations; and

- economic downturns.

We propose to operate in areas where local government policies
regarding foreign entities and the regulation of less lethal products are often
uncertain. We cannot, therefore, be certain that we are in compliance with, or
will be protected by, all relevant local laws and taxes at any given point in
time. A subsequent determination that we failed to comply with relevant local
laws and taxes could have a material adverse effect on our business, financial
condition, results of operations and liquidity. One or more of these factors
could adversely affect our future international operations and, consequently,
could have a material adverse effect on our business, financial condition,
results of operation and liquidity.

Many of our customers have fluctuating budgets, which may
cause substantial fluctuations in our results of operations.

The potential customers for our products may include federal,
state, municipal, foreign and military, law enforcement and other governmental
agencies. Government tax revenues and budgetary constraints, which fluctuate
from time to time, can affect budgetary allocations from these customers. Many
domestic and foreign government agencies have in the past experienced budget
deficits that have led to decreased spending in defense, law enforcement and
other military and security areas. Any future revenues that our company may
generate may be subject to substantial periodic fluctuations because of these
and other factors affecting military, law enforcement and other governmental
spending. A reduction of funding for federal, state, municipal, foreign and
other governmental agencies could have a material adverse effect on any future
revenues that we may generate.

Our WASP synthetic round is costly to compound, and our
company may not be able to find other subcontractors who are willing to supply
our company with this service.

The WASP synthetic round is made from a proprietary rubber
compound and is costly to compound. It may be difficult to find other
contractors willing to compound our material. If we are unable to find
contractors willing to compound and deliver our material, our revenues will be
reduced.

Risks Related To Our Industry

The products we sell are inherently risky and could give
rise to product liability and other claims.

The products that we manufacture are typically used in
applications and situations that involve a high level of risk of personal
injury. Failure to use our products for their intended purposes, failure to use
or care for them properly, or their malfunction, or, in some limited
circumstances, even correct use of our products, could result in serious bodily
injury or death. Given this potential risk of injury, proper maintenance of our
products is critical. Our products consist of less lethal products such as
launchers, munitions, pepper sprays and distraction devices. The manufacture and
sale of less-lethal products may be the subject of product liability claims
arising from the design, manufacture or sale of such goods. If these claims are
decided against our company and we are founds liable, we may be required to pay
substantial damages and our insurance costs, if any, may increase significantly
as a result. Also, a significant or extended lawsuit could also divert
significant amounts of managements time and energy. We cannot assure you that
our insurance coverage, if any, would be sufficient to cover the payment of any
potential claim. In addition, we cannot assure you that this or any other
insurance coverage will continue to be available or, if available, that we will
be able to obtain it at a reasonable cost. Any material uninsured loss could
have a material adverse effect on our business, financial condition and results
of operations.

We are subject to extensive government regulation, and our
failure or inability to comply with these regulations could materially restrict
our operations and subject us to substantial penalties.

We are subject to many requirements with respect to the sale in
foreign and/or domestic countries of certain of our products. In addition, we
are obligated to comply with a variety of federal, state and local regulations,
both

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domestically and abroad, governing certain aspects of our
operations and workplace. The inability of our company to comply with such
regulations may limit our operations and subject us to substantial penalties and
fines.

Risks Related To Our Common Stock

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been financed through
the sale of equity securities, a decline in the price of our common stock could
be especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If the stock price declines,
there can be no assurance that we can raise additional capital or generate funds
from operations sufficient to meet our obligations. We believe the following
factors could cause the market price of our common stock to continue to
fluctuate widely and could cause our common stock to trade at a price below the
price at which you purchase your shares:

- actual or anticipated variations in our quarterly operating
results;

- announcements of new services, products, acquisitions or strategic
  relationships by us or our competitors;

- trends or conditions in the less lethal products industry;

- changes in accounting treatments or principles;

- changes in earnings estimates by securities analysts and in
  analyst recommendations;

- changes in market valuations of other less lethal product companies;
  and

- general political, economic, regulatory and market conditions.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, could materially adversely affect the
market price of our common stock.

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of
1,000,000,000 shares of common stock. Our board of directors has the authority
to issue additional shares up to the authorized capital stated in the
certificate of incorporation. Our board of directors may choose to issue some or
all of such shares to acquire one or more businesses or to provide additional
financing in the future. The issuance of any such shares will result in a
reduction of the book value or market price of the outstanding shares of our
common stock. If we do issue any such additional shares, such issuance also will
cause a reduction in the proportionate ownership and voting power of all other
shareholders. Further, any such issuance may result in a change of control of
our corporation.

If a market for our common stock does not develop,
shareholders may be unable to sell their shares.

There is currently a limited market for our common stock, which
trades through the Over-the-Counter Bulletin Board quotation system. Trading of
stock through the Over-the-Counter Bulletin Board is frequently thin and highly
volatile. There is no assurance that a sufficient market will develop in the
stock, in which case it could be difficult for shareholders to sell their stock.

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- 33 -

Trading of our stock may be restricted by the Securities and
Exchange Commissions penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and the Financial Industry
Regulatory Authority, or FINRAs sales practice requirements, which may limit a
stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain

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information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these
rules, FINRA believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On April 3, 2008 we engaged new auditors as our independent
accountants to audit our financial statements. Our Board of Directors approved
the change of accountants to Danziger Hochman Partners LLP Licensed Public
Accountants, an independent firm of Certified Public Accounts.

On March 31, 2008, our independent auditors Gregory J. Barber
CPA. P.C. informed us that they could no longer conduct the December 31, 2007
year end audit because of staffing issues.

During our most recent fiscal year, and any subsequent interim
periods preceding the change in accountants, there were no disagreements with
Gregory J. Barber CPA. P.C, who were appointed on July 26, 2006, on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope procedure. The report on the financial statements prepared by
Gregory J. Barber CPA. P.C, for the last fiscal years did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principals, except that Gregory J. Barber
CPA. P.C expressed in their report substantial doubt about our ability to
continue as a going concern.

We have engaged the firm of Danziger Hochman Partners LLP, as
of April 3, 2008. Danziger Hochman Partners LLP was not consulted on any matter
relating to accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our financial
statements.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K.

|Exhibit | Description                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                               
|3.      | Articles of Incorporation
      and By-laws:                                                                                                                                                  
|        |                                                                                                                                                                                               
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB-2, filed on March 27, 2002).                                                            
|        |                                                                                                                                                                                               
|3.2     | Restated Articles of Incorporation (incorporated by
      reference from our Registration Statement on Form SB-2, filed on March 27,
      2002).                                             
|        |                                                                                                                                                                                               
|3.3     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2, filed on March 27, 2002).                                                                               
|        |                                                                                                                                                                                               
|3.4     | Certificate of Amendment filed with the Nevada Secretary
      of State on January 31, 2005. (Incorporated by reference from our Current
      Report on Form 8-K, filed on February 1, 2005).

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- 35 -

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.5     | Certificate
        of Amendment filed with the Nevada Secretary of State on March 21, 2005
        (Incorporated by reference from our Current Report on Form 8-K, filed
        on March 31, 2005).                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.     | Material
        Contracts                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.1    | Share Exchange
        Agreement dated March 18, 2005, among our company under our former name
        Sinewire Networks Inc., 1476246 Ontario Limited doing business as Lamperd
        Less Lethal, Patrick Ward, Hani Zabaneh and the principal shareholders
        as set out in the share exchange agreement (incorporated by reference
        from our Current Report on Form 8-K, filed on March 31, 2005).
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.2    | Employment Agreement
        dated January 1, 2005 between 1476246 Ontario Limited and Barry Lamperd
        (incorporated by reference from our Current Report on Form 8-K, filed
        on May 13, 2005).                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3    | Addendum to
        Employment Agreement made January 1, 2005 between 1476246 Ontario Limited
        and Barry Lamperd (incorporated by reference from our Current Report on
        Form 8-K, filed on May 13, 2005).                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.4    | Asset Transfer
        Agreement dated January 1, 2005 between 1476246 Ontario Limited and Pinetree
        Law Enforcement Products Ltd. (incorporated by reference from our Current
        Report on Form 8-K, filed on May 13, 2005).                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.5    | License Agreement
        dated January 20, 2005 between 1476246 Ontario Limited and The University
        of Western Ontario (incorporated by reference from our Current Report
        on Form 8-K, filed on May 13, 2005).                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.6    | Voting Agreement
        dated March 1, 2005 between Barry Lamperd, DArcy Bell, Dominic DiCarlo,
        Bruce Strebinger, Mercer Investments Inc. and 1476246 Ontario Limited
        (incorporated by reference from our Current Report on Form 8-K, filed
        on May 13, 2005).                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.7    | Consulting Agreement
        dated April 23, 2005 between 1476246 Ontario Limited and Dominic DiCarlo
        (incorporated by reference from our Current Report on Form 8-K, filed
        on May 13, 2005).                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.8    | Consulting Agreement
        dated April 23, 2005 between 1476246 Ontario Limited and 1476232 Ontario
        Limited (incorporated by reference from our Current Report on Form 8-K,
        filed on May 13, 2005).                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.9    | Letter of Intent
        dated May 18, 2005 between Lamperd Less Lethal Inc. and Taylors
        & Co. Inc. (incorporated by reference from our Current Report on Form
        8-K filed on May 27, 2005).                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.10   | Geographic Exclusive
        Commissioned Sales Agent Agreement dated as of August 2, 2005 (incorporated
        by reference from our Current Report on Form 8-K filed on August 8, 2005).                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.     | Subsidiaries
        of the Small Business Issuer                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1    | 1476246 Ontario
        Limited                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|14.     | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|14.1    | Code of Business
        Conduct and Ethics (incorporated by reference from our Annual Report on
        Form 10- KSB, filed on March 30, 2004).                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.     | 302 Certification                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Barry Lamperd.                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.     | 906 Certification                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Barry Lamperd.                                                                                                                                                                                                                                                                                                                                

*filed herewith

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- 36 -

SIGNATURES

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



|                    | LAMPERD LESS LETHAL INC.                               
|------------------- | -------------------------------------------------------
|                    | (Registrant)                                           
|                    |                                                        
|                    |                                                        
|Dated: May 20, 2008 | /s/ Barry
      Lamperd                                
|                    | Barry Lamperd                                          
|                    | President and Director                                 
|                    | (Principal Executive Officer, Principal
      Financial
|                    | Officer and Principal Accounting Officer)              

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