U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  Form 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended January 31, 2008
---------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
---------------------------------------------------------------------------

                    Commission file number:  333-145830

                                No Show, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

                   Nevada                         20-3356659
      ----------------------------------   --------------------------
      (State or other jurisdiction of        (I.R.S. Employer
       incorporation or organization)        Identification No.)


           3415 Ocatillo Mesa Way, North Las Vegas, NV   89031
   --------------------------------------------------------------------
                (Address of principal executive offices)

                              (702) 277-7366
                       ---------------------------
                       (Issuer's telephone number)
--------------------------------------------------------------------------

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

                                          Yes [X]     No [ ]

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

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

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

                                          Yes [X]     No [ ]  N/A

                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

Number of shares of common stock outstanding as of February 21, 2008: 21,050,000
shares common stock

Number of shares of preferred stock outstanding as of February 21, 2008:  None

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]


                                       1
<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................      3
          Independent Accountant's Review Report................     4
          Balance Sheet (unaudited)............................      5
          Statements of Operations (unaudited and restated)....      6
          Statements of Cash Flows (unaudited).................      7
          Notes to Financial Statements........................     8-9

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................     10

Item 3. Controls and Procedures................................     15


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................     16

Item 2.   Changes in Securities and Use of Proceeds............     16

Item 3.   Defaults upon Senior Securities......................     16

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................     16

Item 5.   Other Information.....................................    16

Item 6.   Exhibits and Reports on Form 8-K......................    16

Signatures......................................................    17

                                      2
<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the six months ended January 31, 2008.  The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the six months ended
January 31, 2008, follow.


                                       3

<PAGE>

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
  ------------------------
     PCAOB REGISTERED


        Report of Independent Registered Public Accounting Firm
        -------------------------------------------------------


To the Board of Directors
No Show Inc
(A Development Stage Company)

We have reviewed the accompanying balance sheet of No Show Inc as of
January 31, 2008, and the related statements of operations, retained
earnings, and cash flows for the six months then ended, in accordance with
the standards of the Public Company Accounting Oversight Board
(United States).  All information included in these financial statements
is the representation of the management of No Show Inc.

A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the financial statements in order for them to be in
conformity with generally accepted accounting principles.


/s/ Moore & Associates, Chartered
---------------------------------
    Moore & Associates, Chartered
    Las Vegas, Nevada
    February 21, 2008


               2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
                        (702) 253-7499 Fax: (702)253-7501


                                      4
<PAGE>



                                 No Show, Inc.
                        (a development stage company)
                                 Balance Sheets
                  January 31, 2008 (Unaudited) and July 31, 2007


<TABLE>
<CAPTION>

Balance Sheets


                                                  (Unaudited)
                                                  January 31,    July 31,
                                                     2008          2007
                                                  -----------  -------------
<S>                                               <C>          <C>
Assets

Current Assets:
   Cash                                           $        -   $          -
   Funds held in escrow                               15,000         15,000
                                                  -----------  -------------
     Total current assets                             15,000         15,000
                                                  -----------  -------------
     TOTAL ASSETS                                 $   15,000   $     15,000
                                                  ===========  =============


Liabilities and Stockholder's Equity

Stockholder's Equity:
   Common Stock, $0.001 par value, 75,000,000
     shares authorized, 21,050,000, 21,050,000
     shares issued and outstanding as of
     1/31/08 and 7/31/07, respectively                21,050         21,050
   Additional paid-in capital                         12,950         12,950
   Earnings (Deficit) accumulated during
     development stage                               (19,000)       (19,000)
                                                  -----------  -------------
     Total stockholders' equity                       15,000         15,000
                                                  -----------  -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $   15,000   $     15,000
                                                  ===========  =============
</TABLE>


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


                                       5
<PAGE>



                                No Show, Inc.
                        (a development stage company)
                          Statements of Operations
  For the three and six months ended January 31, 2007 and January 31, 2008
               From August 23, 2005 (Inception) to January 31, 2008
                                 (Unaudited)

<TABLE>
<CAPTION>

Statements of Operations


                  For the three months  For the six months        From
                         ended                ended         August 23, 2005
                      January 31,          January 31,      (Inception) to
                  --------------------  ------------------     January 31,
                    2008       2007       2008      2007          2008
                  ---------  ---------  --------  --------  ----------------
<S>               <C>        <C>        <C>       <C>       <C>
Revenue           $      -   $      -   $     -   $     -   $             -

Expenses:

General and administrative
 expenses                -          -         -         -            19,000
                  ---------  ---------  --------  --------  ----------------

   Total expenses        -          -         -         -            19,000
                  ---------  ---------  --------  --------  ----------------

Net income (loss) $      -   $      -   $     -   $     -   $       (19,000)
                  =========  =========  ========  ========  ================

Weighted average
 number of
 common shares
 outstanding -
 basic and fully
 diluted          10,944,737 4,335,714 10,944,737 4,335,714
                  ========== ========= ========== =========
Net (loss) per
 share - basic
 and fully
 diluted          $     0.00 $    0.00 $     0.00 $    0.00
                  ========== ========= ========== =========
</TABLE>


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

                                      6
<PAGE>



                                No Show, Inc.
                        (a development stage company)
                          Statements of Cash Flow
         For the six months ended January 31, 2007 and January 31, 2008
               From August 23, 2005 (Inception) to January 31, 2008
                                 (Unaudited)

<TABLE>
<CAPTION>

Statements of Cash Flow

                                  For the       For the           From
                                 six months    six months   August 23, 2005
                                   ended          ended      (Inception) to
                                January 31,    January 31,     January 31,
                                   2008           2007            2008
                               -------------  -------------  ---------------
<S>                            <C>            <C>            <C>
Cash flows from operating activities:
Net income (loss)              $          -   $          -   $      (19,000)
                               -------------  -------------  ---------------
Net cash (used) from operating
 activities                               -              -          (19,000)


Cash flows from financing activities:
Issuances of common stock                 -              -           31,000
Officer donated capital                   -              -            3,000
                               -------------  -------------  ---------------
Net cash provided from financing
 activities                               -              -           34,000


Net increase (decrease) in
 cash                                     -              -           15,000
Cash and
 equivalents-
 beginning                           15,000              -                -
                               -------------  -------------  ---------------
Cash and
 equivalents-
 ending                        $     15,000   $          -   $       15,000
                               =============  =============  ===============

Supplemental disclosures:
 Interest paid                 $          -   $          -   $            -
                               =============  =============  ===============
 Income taxes paid             $          -   $          -   $            -
                               =============  =============  ===============
</TABLE>

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

                                     7
<PAGE>

                               No Show, Inc.
                       (A development stage company)
                       Notes to Financial Statements
                             January 31, 2008

Note 1 - Basis of Presentation

The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.  It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the period ended July 31, 2007 and
notes thereto included in the Company's SB-2/A Registration Statement.  The
Company follows the same accounting policies in the preparation of interim
reports.

Results of operations for the interim periods are not indicative of annual
results.


Note 2 - Going concern

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.  As at January 31, 2008, the
Company has not recognized any revenues to date and has accumulated
operating losses of approximately $(19,000) since inception.  The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve and
maintain profitable operations.  While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.


                                      8
<PAGE>



                               No Show, Inc.
                       (A development stage company)
                       Notes to Financial Statements
                             January 31, 2008

Note 3 - Related party transactions

The Company does not lease or rent any property.  Office services are provided
without charge by a director.  Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.





                                      9
<PAGE>





Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

No Show, Inc. ("No Show" or "the Company") was incorporated in the State of
Nevada on August 23, 2005.  We are in the business of designing and marketing
women's intimate apparel.  Emphasis in the design would include using fabrics
and a stitch design which would not show through regular clothing as
undergarments.  Once management designs these undergarments, clothing
contract manufacturers will be identified to replicate these garments.
Management plans to market their products through retail women's clothing
stores.


Business Plan
-------------

Our business is to design and market women's intimate apparel.  Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments.  Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these
garments. Management believes the Company's success will be determined by its
ability to create brand awareness, acquire customers and produce its products
at a competitive price.  The Company has developed a few strategies to
accomplish this goal.  Management plans to shop for clothing contract
manufacturers outside of the U.S. preferably Mexico to produce its intimate
apparel garments.  At this time, management has not enlisted or signed any
contract manufacturing contracts or agreements.  Management has developed two
patterns for its intimate apparel garments and is now in the process of
identifying the type of fabrics to be used for its future products.  The
process to identify the fabrics to be used includes the following:  a)
availability of the fabric; b) cost of the fabric; c) durability; d)
moisture-wicking fabric (a moisture-wicking fabric is a fabric that pulls
moisture away from the skin to keep the body dry, as compared to a natural
fiber like cotton that retains moisture; e) comfortable; f) a fabric which
will allow invisible seams; and g) a machine washable fabric.  Until we can
identify and source the fabric to be used in our garments, it would be
difficult to predict a price point for our product(s).

Marketing Plan

Since we are based in Las Vegas, Nevada, the initial marketing of our
products will be directed towards specialty boutique stores in Las Vegas,
Nevada, and stores located in the Las Vegas casinos.  Initially, management
will undertake the responsibility of knocking-on-doors to promote its
intimate apparel line.  Management will be responsible for developing sales
brochures for our product line.



                                      10
<PAGE>



Competition

The intimate apparel industry is highly competitive.  Competition is
generally based upon product quality, brand name recognition, price,
selection, service and purchasing convenience. Both branded and private label
manufacturers compete in the intimate apparel industry.  Major competitors
include:  Gap, Inc., Jockey International, Inc., Kellwood Company, the Lane
Bryant division of Charming Shoppes, Inc., Maidenform Brands, Inc., Sara Lee
Corporation, Triumph International, VF Corporation, the Victoria's Secret
division of Limited Brands, Inc., Wacoal Corp. and The Warnaco Group, Inc.
Because of the highly fragmented nature of the balance of the industry, both
domestically and internationally, the Company will also compete with many
small manufacturers and retailers.  Additionally, department stores,
specialty stores and other retailers, have significant private label product
offerings that would compete with No Show, Inc.  The Company might not be
able to compete successfully with these competitors in the future.  If No
Show fails to compete successfully, its potential tiny market share and
results of operations would be materially and adversely affected.

Most all of our competitors have significantly greater financial, marketing
and other resources, broader product lines outside of intimate apparel and
larger customer bases than we have and are less financially leveraged than we
are. As a result, these competitors may be able to:  adapt to changes in
customer requirements more quickly; introduce new and more innovative
products more quickly; better adapt to downturns in the economy or other
decreases in sales; better withstand pressure to accept customer returns of
their products or reductions in inventory levels carried by our customers;
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; adopt more
aggressive pricing policies and provide greater contributions to retailer
price markdowns.

Going Concern - The Company experienced operating losses, of $(4,006) since
its inception on August 23, 2006 through the period ended January 31, 2008.
The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business.
No adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which would be required if the
Company were unable to continue its operations.  (See Financial Footnote 2)


                                       11
<PAGE>


Results of Operations
---------------------

During the six month period ended January 31, 2008, the Company did not
generate any revenues.  In addition, the Company does not expect to generate
any profit for the next year.

Since its inception of August 23, 2005 through January 31, 2008, the
Company has recognized no revenues.  For the Quarter ending January 31, 2008,
the Company spent had no expenses.  As of January 31, 2008, the Company had
an accumulated net loss of $(19,000) dollars.  There can be no assurances
that the Company can achieve or sustain profitability or that the Company's
operating losses will not increase in the future.

Management is paying the day-to-day corporate expenses personally, without
seeking reimbursement from the Company for these paid expenses.


Plan of Operation
-----------------

Management does not believe that the Company will be able to generate
any significant profit during the coming year.  Management believes
developmental and marketing costs will most likely exceed any anticipated
revenues for the coming year.

No Show is a developmental stage which plans to design and market women's
intimate apparel through contract manufacturing facilities.

Management believes the Company can sustain itself for the next twelve
months.  Management has agreed to keep the Company funded at its own expense,
without seeking reimbursement for expenses paid.  In the event the Company
requires additional funds, the Company will have to seek loans or equity
placements to cover such cash needs.  There is no assurance additional
capital will be available to the Company on acceptable terms.

                                      12
<PAGE>

Liquidity and Capital Resources
-------------------------------

The Company's balance sheet as of January 31, 2008 reflects current assets of
$15,000 and no current liabilities.  Cash and cash equivalents from inception
to date have been sufficient to provide the operating capital necessary to
operate to date.

On August 23, 2005 (inception), we issued 30,000, par value $0.001 common
shares of stock for cash to the Company's founder for $3,000 cash.  These
shares were subsequently cancelled on September 30, 2006.

In May, 2006, the Company issued 50,000 shares of its $0.001 par value common
stock to approximately 35 investors for cash of $10,000 (net of offering
costs).  The Company, was issued a permit to sell securities to the public in
the State of Nevada in November, 2005, pursuant to Nevada Revised Statutes
Chapter 90.490.  This offering was made in reliance upon an exemption from
the registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504 of the Act.  These shares have
subsequently been registered on Form SB-2.

In September, 2006, we conducted a private placement without any general
solicitation or advertisement.  We completed this private placement with six
accredited individuals, who purchased 6,000,000 common shares, at par value
$0.001 for $6,000 cash..  The shares were issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering.  These shares have subsequently been registered
on Form SB-2.

In May, 2007, we conducted a private placement without any general
solicitation or advertisement.  We completed this private placement with a
group of accredited individuals.  The shares were issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering.  The investors purchased 15,000,000 common
shares, at par value $0.001 for $15,000 cash.  These shares have not been
registered.

There has been no other issuance of stock.  As of January 31, 2008, the
Company has 21,050,000 shares of common stock issued and outstanding.

As a result of our the Company's current limited available cash, no officer
or director received compensation through the six months ended January 31,
2008.  No officer or director received stock options or other non-cash
compensation since the Company's inception through January 31, 2008.  The
Company has no employment agreements in place with its officers.  Nor does
the Company owe its officers any accrued compensation, as the Officers agreed
to work for company at no cost, until the company can become profitable on
a consistent Quarter-to-Quarter basis.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.

                                       13
<PAGE>


Market Information
------------------

The common stock of the Company is not trading on any exchange.  The Company
has asked a broker-dealer to apply for listing on the OTC-Bulletin Board on
behalf of the Company.  Management is in the process of answering comment
letters.

(a) There is currently no common stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.

(b)  There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.

(c)  The Company did not repurchase any of its shares during the fiscal year
covered by this report.

Dividends
---------

Holders of common stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally  available
for the payment of dividends. No dividends have been paid on our common
stock, and we do not anticipate paying any dividends on our common stock in
the foreseeable future.

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements.  These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic  market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company;  changes in laws or  regulation; and other factors, most of which
are beyond the control of the Company.


                                    14
<PAGE>



This Form 10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans.  Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors.  Factors that could
adversely affect actual results and performance include, among others, the
Company's limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change
and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.


Item 3.  Controls and Procedures

As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")).  Based
on this evaluation, the principal executive officer and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.  There was no change in
the Company's internal control over financial reporting during the Company's
most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                     15
<PAGE>



                       PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

On December 6, 2007, the Registrant received a notice of effectiveness
from the U. S. Securities and Exchange Commission concerning its original
registration statement filed on Form SB-2 on August 31, 2007.  This
registration statement registers 6,050,000 common shares owned by the
non-affiliated shareholders of the Company.

ITEM 3.  Defaults upon Senior Securities

None.

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

None.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

a) Exhibits

  Exhibit
  Number        Title of Document
  ----------------------------------------------------------------
    31.1     Certifications of the President pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002.

    32.1     Certifications of President pursuant to 18 U.S.C.  Section 1350
             as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
             2002.

b)  Reports on Form 8-K

None filed during the quarter ended January 31, 2008.



                                     16

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      No Show, Inc.
                                ------------------------
                                        Registrant

                                By: /s/ Doreen E. Zimmerman
                                --------------------------------
                                        Doreen E. Zimmerman
                                        President, Chief Executive
                                        Officer, Chief Financial Officer,
                                        Secretary and Director (Principal
                                        Executive, Financial, and
                                        Accounting Officer)
Dated:  February 21, 2008
        -----------------

                                    17

<PAGE>