United
States


Securities
and Exchange Commission


Washington,
DC 20549





FORM
10-QSB





(Mark
One)





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





For the
quarterly period ended December 31, 2008




 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _________________ to _________________




QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




Commission
File Number 000-52184





THE SMALL BUSINESS
COMPANY


(Exact
name of registrant as specified in its charter)





Delaware
                        
                        55-0808106(State
      or other jurisdiction of incorporation)
                        
                        (IRS
      Employer File Number)1380
      Willow Street, San Diego, CA
                        
                        92106(Address
      of principal executive offices)
                        
                        (zip
      code)




(619)
241-2844


(Registrant's
telephone number, including area code)





674
Via de La Valle, Suite 226, Solana Beach, CA


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





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days Yes þ       No
 ̈





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





As of
December 31, 2008, 32,655,679 shares of our common stock were
outstanding.









PART
1—FINANCIAL INFORMATION




Item 1. Financial
Statements.





Balance
Sheet




December
      31,
                                      
                                      
                                      June
      30,2008
                                      
                                      
                                      2008ASSETSCurrent
      AssetsCash
                                      
                                      $
                                      4,467
                                      
                                      
                                      $
                                      20,352Inventory
                                      
                                      
                                      17
                                      
                                      
                                      
                                      17Total
      Current Assets
                                      
                                      
                                      4,484
                                      
                                      
                                      
                                      20,369Long-Term
      AssetsPublication
      Rights
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      25,000Security
      Deposit
                                      
                                      
                                      299
                                      
                                      
                                      
                                      299Property
      and Equipment, net
                                      
                                      
                                      1,712
                                      
                                      
                                      
                                      2,488Total
      Long-Term Assets
                                      
                                      
                                      27,011
                                      
                                      
                                      
                                      27,787Total
      Assets
                                      
                                      $
                                      31,495
                                      
                                      
                                      $
                                      48,156LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      LiabilitiesAccounts
      Payable
                                      
                                      $
                                      26,719
                                      
                                      
                                      $
                                      41,734Total
      Current Liabilities
                                      
                                      
                                      26,719
                                      
                                      
                                      
                                      41,734Long-Term
      LiabilitiesNotes
      Payable
                                      
                                      
                                      170,339
                                      
                                      
                                      
                                      222,695Related
      Party Loans
                                      
                                      
                                      149,497
                                      
                                      
                                      
                                      82,630Convertible
      Debentures - Net
                                      
                                      
                                      271,164
                                      
                                      
                                      
                                      271,164Total
      Long Term Liabilities
                                      
                                      
                                      591,000
                                      
                                      
                                      
                                      576,489Total
      Liabilities
                                      
                                      
                                      617,719
                                      
                                      
                                      
                                      618,223Stockholders'
      EquityCommon
      Stock, authorized 500,000,000shares, par value $0.0001, issued and
      outstanding on Dec 31, 2008 and June 30, 2008is 32,655,679 and 25,725,679
      respectively
                                      
                                      
                                      3,266
                                      
                                      
                                      
                                      2,573Additional
      Paid-in Capital
                                      
                                      
                                      1,509,620
                                      
                                      
                                      
                                      1,324,735Outstanding
      Options
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      25,000Deficit
      Accumulated during Development Stage
                                      
                                      
                                      (2,124,110
                                      )
                                      
                                      
                                      (1,922,375
                                      )Total
      Stockholders' Equity
                                      
                                      
                                      (586,224
                                      )
                                      
                                      
                                      (570,067
                                      )Total
      Liabilities and Stockholders' Equity
                                      
                                      $
                                      31,495
                                      
                                      
                                      $
                                      48,156





The
accompanying notes are an integral part of these statements









Statement of
Operations





Three
      Months Ended
                  
                  
                  Six
      Months Ended
                  
                  
                  2002
      (Inception)December
      31,
                  
                  
                  December
      31,
                  
                  
                  to
      December 31,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2008IncomeConsulting
      Revenue
                  
                  $
                  2,127
                  
                  
                  $
                  28
                  
                  
                  $
                  2,163
                  
                  
                  $
                  1,476
                  
                  
                  $
                  281,919Cost
      of Goods Sold
                  
                  
                  -
                  
                  
                  
                  3
                  
                  
                  
                  -
                  
                  
                  
                  467
                  
                  
                  
                  467Gross
      Profit
                  
                  
                  2,127
                  
                  
                  
                  25
                  
                  
                  
                  2,163
                  
                  
                  
                  1,009
                  
                  
                  
                  281,452Operating
      ExpensesGeneral
      and Administrative
                  
                  
                  39,012
                  
                  
                  
                  40,955
                  
                  
                  
                  132,076
                  
                  
                  
                  180,731
                  
                  
                  
                  1,490,660Advertising
                  
                  
                  30
                  
                  
                  
                  -
                  
                  
                  
                  9,420
                  
                  
                  
                  4,965
                  
                  
                  
                  106,666Consulting
      and Professional Fees
                  
                  
                  23,808
                  
                  
                  
                  13,127
                  
                  
                  
                  42,675
                  
                  
                  
                  65,065
                  
                  
                  
                  546,138Depreciation
                  
                  
                  388
                  
                  
                  
                  385
                  
                  
                  
                  776
                  
                  
                  
                  770
                  
                  
                  
                  6,517Total
      Expenses
                  
                  
                  63,238
                  
                  
                  
                  54,467
                  
                  
                  
                  184,947
                  
                  
                  
                  251,531
                  
                  
                  
                  2,149,981Net
      Loss from Operations
                  
                  
                  (61,111
                  )
                  
                  
                  (54,442
                  )
                  
                  
                  (182,784
                  )
                  
                  
                  (250,522
                  )
                  
                  
                  (1,868,529
                  )Other
      ExpensesInterest
      Expense
                  
                  
                  (12,125
                  )
                  
                  
                  (10,969
                  )
                  
                  
                  (18,951
                  )
                  
                  
                  (29,887
                  )
                  
                  
                  (201,738
                  )Embedded
      Derivative Costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (53,843
                  )Net
      Loss before Income Tax
                  
                  
                  (73,236
                  )
                  
                  
                  (65,411
                  )
                  
                  
                  (201,735
                  )
                  
                  
                  (280,409
                  )
                  
                  
                  (2,124,110
                  )Provision
      for Income Tax
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Income/(Loss)
                  
                  $
                  (73,236
                  )
                  
                  $
                  (65,411
                  )
                  
                  $
                  (201,735
                  )
                  
                  $
                  (280,409
                  )
                  
                  $
                  (2,124,110
                  )Basic
      and Diluted(Loss)
      per Share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )Weighted
      AverageNumber
      of Shares
                  
                  
                  26,710,896
                  
                  
                  
                  18,604,356
                  
                  
                  
                  26,710,896
                  
                  
                  
                  18,604,356





The
accompanying notes are an integral part of these statements









Statement of Cash
Flows





November
      26,Three
      Months Ended
                
                
                Six
      Months Ended
                
                
                2002
      (Inception)December
      31,
                
                
                December
      31,
                
                
                to
      December 31,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008Operating
      activitiesNet
      (Loss)
                
                $
                (73,236
                )
                
                $
                (65,411
                )
                
                $
                (201,735
                )
                
                $
                (280,409
                )
                
                $
                (2,124,110
                )Adjustments
      to reconcile Net (Loss) to cash:Common
      Stock issued for Services
                
                
                8,850
                
                
                
                -
                
                
                
                8,978
                
                
                
                59,000
                
                
                
                542,709Common
      Stock issued for Debt Conversion
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                133,542Embedded
      Interest Expense for Debt
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                80,625Embedded
      Derivative Warrant Issue Expense
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                11,803
                
                
                
                53,843Amortization
      of Prepaid Expense-Stock Related
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                8,603Depreciation
                
                
                388
                
                
                
                385
                
                
                
                776
                
                
                
                770
                
                
                
                5,746Changes
      in Assets and Liabilities
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -(Increase)/decrease
      in Accounts Receivable
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,146
                )
                
                
                -(Increase)/decrease
      in Inventory
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (17
                )(Increase)/decrease
      in Security Deposits
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (299
                )Increase/(decrease)
      in Accounts Payable
                
                
                (2,428
                )
                
                
                13,797
                
                
                
                (15,015
                )
                
                
                (1,982
                )
                
                
                26,719Net
      cash (used) by operating activities
                
                
                (66,426
                )
                
                
                (51,229
                )
                
                
                (206,996
                )
                
                
                (212,964
                )
                
                
                (1,272,639
                )Investment
      activitiesPurchase
      of Equipment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (7,846
                )Net
      cash provided by investment activities
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (7,846
                )Financing
      activitiesProceeds
      from Notes Payable
                
                
                29,105
                
                
                
                28,708
                
                
                
                144
                
                
                
                11,045
                
                
                
                222,839Proceeds
      from Short Term Notes
                
                
                19,047
                
                
                
                29,151
                
                
                
                66,867
                
                
                
                42,649
                
                
                
                149,497Proceeds
      from Convertible Debentures
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                150,000
                
                
                
                300,000Proceeds
      from Subscriptions Receivable
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                25,000Contributed
      Capital
                
                
                -
                
                
                
                -
                
                
                
                74,100
                
                
                
                -
                
                
                
                74,228Proceeds
      from sale of Common Stock
                
                
                -
                
                
                
                -
                
                
                
                50,000
                
                
                
                -
                
                
                
                513,000Net
      cash provided by financing activities
                
                
                48,152
                
                
                
                57,859
                
                
                
                191,111
                
                
                
                203,694
                
                
                
                1,284,564Net
      (decrease) in cash
                
                
                (18,274
                )
                
                
                6,630
                
                
                
                (15,885
                )
                
                
                (9,270
                )
                
                
                4,079Cash
      and equivalents - beginning
                
                
                22,741
                
                
                
                447
                
                
                
                20,352
                
                
                
                16,347
                
                
                
                -Cash
      and equivalents - ending
                
                $
                4,467
                
                
                $
                7,077
                
                
                $
                4,467
                
                
                $
                7,077
                
                
                $
                4,079Cash
      Paid For:Interest
                
                $
                12,125
                
                
                $
                7,115
                
                
                $
                18,951
                
                
                $
                7,115
                
                
                $
                201,738Income
      Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      Activities:Common
      Stock issued for Assets
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                25,000Common
      Stock issued for Services
                
                $
                9,000
                
                
                $
                59,000
                
                
                $
                9,000
                
                
                $
                59,000
                
                
                $
                542,709Common
      Stock issued for Debt Conversion
                
                $
                52,500
                
                
                $
                -
                
                
                $
                52,500
                
                
                $
                -
                
                
                $
                186,042Common
      Stock issued for Prepaid Expense
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                110,000Imbedded
      Derivative Warrant Issue Expense
                
                $
                -
                
                
                $
                11,803
                
                
                $
                -
                
                
                $
                11,803
                
                
                $
                134,468




The
accompanying notes are an integral part of these statements










The
Small Business Company, Inc.


(A
Development Stage Company)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


(December
31, 2008 and June 30, 2008)





NOTE
1 - CONDENSED FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at September 30, 2008, and for all periods
presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's June 30, 2007 audited
financial statements. The results of operations for the period ended December
31, 2008 is not necessarily indicative of the operating results for the full
year.




NOTE
2- GOING CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





NOTE
3  GENERAL ORGANIZATION AND BUSINESS





The Small
Business Company, Inc. (“Company”) was incorporated in Delaware on November 26,
2002. The Company, based in Solana Beach, California began business as Optibiz,
LLC, a California limited liability company and then converted to a Delaware
corporation on November 26, 2002.


The
Company is in its development stage even though it has produced limited revenues
in proof-of-concept beta testing and business development consulting services.
The company develops, packages and will market business improvement solutions
for small business owners in the form of books, CD’s, and Business Coaching. The
company will market these products through mixed media including national cable
TV commercials.





NOTE
4.         SUMMARY OF SIGNIFICANT
ACCOUNT POLICIES




Accounting
Basis





The
statements were prepared following generally accepted accounting principles of
the United States of America consistently applied. The Company uses a June 30
fiscal year end.





Cash and Cash
Equivalents





Cash and
cash equivalents include all short-term liquid investments that are readily
convertible to know amounts of cash and have original maturities of three months
or less. As of June 30, 2006 there were no cash equivalents.





Accounts
Receivable





The
Company analyzes current accounts receivable for an allowance for doubtful
accounts based on historical bad debt, customer credit-worthiness, the current
business environment and historical experience with the customer. The allowance
includes specific reserves for accounts where collection is deemed to be no
longer probable.









Advertising
Costs


Advertising
Costs are expensed as incurred.




December 31,
                  
                  2008
                  
                  
                  2007Advertising
      Costs
                  
                  $
                  9,420
                  
                  
                  $
                  0.00





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Equipment





Equipment
is stated at cost. Depreciation is computed using the straight-line method over
their estimated useful lives, which for computer equipment is three years.
Maintenance and repairs are charged to expense as incurred. Fixed assets consist
of the following





December
      31,
                  
                  
                  June
      302008
                  
                  
                  2008Equipment
                  
                  $
                  7,846
                  
                  
                  $
                  7,846Less
      Accumulated Depreciation
                  
                  
                  (5,746
                  )
                  
                  
                  (5,358
                  )Equipment,
      net
                  
                  $
                  1,712
                  
                  
                  $
                  2,488





Publication
Rights





On March
14, 2008 the Company issued 500,000 common shares to acquire the marketing and
publication rights to a book. The fair value of the stock issued on the date of
agreement was $0.05 per share, accordingly the rights are recorded at
$25,000.





Revenue
Recognition





Revenues
from services are recognized when there is persuasive evidence of an
arrangement, the fee is fixed or determinable, services have been rendered,
payment has been contractually earned and it is reasonably assured that the
related receivable or unbilled revenue is collectable.





Income
Taxes





The
provision for income taxes is the total of the current taxes payable and the net
of the change in the deferred income taxes. Provision is made for the deferred
income taxes where differences exist between the period in which transactions
affect current taxable income and the period in which they enter into the
determination of net income in the financial statements.









Earnings Per
Share





Basic
earnings per share are computed by dividing net income by the average number of
common shares outstanding during the period. Diluted earnings per share takes
into consideration the potentially dilutive effect of common stock equivalents,
such as outstanding stock options and warrants, which if exercised or converted
into common stock would then share in the earnings of the Company. In computing
diluted earnings per share, the Company utilizes the treasury stock method and
anti-dilutive securities are excluded.





Outstanding
options and warrants are considered anti-dilutive.




Stock Based
Compensation





The
Company accounts for its stock based compensation based upon provisions in SFAS
No. 123, Accounting for
Stock-Based Compensation. In this statement stock based compensation is
divided into two general categories, based upon who the stock receiver is,
namely: employees/directors and non-employees/directors. The employees/directors
category is further divided based upon the particular stock issuance plan,
namely compensatory and non-compensatory. The employee/directors
non-compensatory securities are recorded at the sales price when the stock is
sold. The compensatory stock is calculated and recorded at the securities’ fair
value at the time the stock is given. SFAS 123 also provides that stock
compensation paid to non-employees be recorded with a value which is based upon
the fair value of the services rendered or the value of the stock given,
whichever is more reliable. The Company has selected to utilize the fair value
of the stock issued as the measure of the value of services
obtained.





NOTE
5.         OPTIONS AND
WARRANTS





Options





The
Company granted 500,000 common stock options as part of the employment agreement
with the new officer. The details of the option agreement are still being
negotiated as far as exercise price, vesting and other exercise consideration.
Accordingly, the company recorded the value of the options at the current market
price of $0.05 per share or $25,000.





Warrants





The
Company accounts for non-cash stock-based compensation issued to non-employees
in accordance with the provisions of SFAS No. 123 and EITF No. 96-18, Accounting
for Equity Investments That are issued to Non-Employees for Acquiring, or in
Conjunction with Selling Goods or Services. Common stock issued to non-employees
and consultants is based upon the value of the services received or the quoted
market price, whichever value is more readily determinable.









The
Company has the following warrants outstanding as of December 31, 2008 and has
recorded the cost associated with the issue of the warrants using the
Black-Sholes option pricing model.




Reconciliation of Warrant
Activity:





WarrantsWarrants
      Outstandingat June 30, 2006
                                
                                
                                200,000Plus:
      Warrants Granted
                                
                                
                                1,350,000Less:
      Warrants Exercised
                                
                                
                                -Less:
      Warrants Expired
                                
                                
                                (92,000
                                )Warrants
      Outstandingat June 30, 2007
                                
                                
                                1,458,000Plus:
      Warrants Granted
                                
                                
                                1,950,000Less:
      Warrants Exercised
                                
                                
                                (200,000
                                )Less:
      Warrants Expired
                                
                                
                                (808,000
                                )Warrants
      Outstandingat June 30, 2008
                                
                                
                                2,400,000Plus:
      Warrants Granted
                                
                                
                                1,060,000Less:
      Warrants Exercised
                                
                                
                                -Less:
      Warrants Expired
                                
                                
                                -Warrants
      Outstandingat December 31,
2008
                                
                                
                                3,400,000




Outstanding
Warrants as of December 31, 2008




Issue
                                
                                Expiration
                                
                                Exercise
                                
                                
                                ShareDate
                                
                                Date
                                
                                Price
                                
                                
                                Warrants11/1/2006
                                
                                11/1/2009
                                
                                $
                                0.25
                                
                                
                                
                                500,0006/30/2007
                                
                                6/30/2010
                                
                                $
                                0.20
                                
                                
                                
                                150,0007/21/2007
                                
                                7/21/2012
                                
                                $
                                0.20
                                
                                
                                
                                150,0003/31/2008
                                
                                3/31/2011
                                
                                $
                                0.15
                                
                                
                                
                                800,0004/17/2008
                                
                                4/17/2011
                                
                                $
                                0.30
                                
                                
                                
                                250,0004/21/2008
                                
                                4/21/2011
                                
                                $
                                0.30
                                
                                
                                
                                250,0005/28/2008
                                
                                5/28/2011
                                
                                $
                                0.10
                                
                                
                                
                                300,0009/2/2008
                                
                                9/2/2011
                                
                                $
                                0.10
                                
                                
                                
                                1,000,00012/29/2008
                                
                                12/29/2011
                                
                                $
                                0.50
                                
                                
                                
                                60,000Total
                                
                                
                                
                                
                                
                                
                                3,460,000









Black Sholes
Variables:





During
                  
                  DuringBlack
      Sholes
                  
                  Year
      Ended
                  
                  Year
      EndedVariables
                  
                  30-Jun-2007
                  
                  30-Jun-2008Exercise
      Price
                  
                  $0.075
      -$ 0.25
                  
                  $0.20
      -$ 0.25Risk
      Free Rate
                  
                  3.72%
      - 4.95%
                  
                  1.33%
      - 4.9%Strike
      Price
                  
                  $0.18
      - $0.23
                  
                  $0.09
      -$ 0.20Volatility
                  
                  111.331896%
      - 126.713325%
                  
                  111.331896%
      - 441.4%











NOTE
6.          STOCKHOLDERS’
EQUITY





Common
Stock





The
Company is authorized 500,000,000 common shares with a $0.0001 par
value.





During
the six months ended December 31, 2008 the Company executed the following share
transactions:





·
            On
      August 25, 2008 the Company issued 50,000 common shares at .05 per share
      for $2,500 consulting services.





·
            On
      September 2, 2008 the Company issued 1,000,000 common shares and 1,000,000
      three year warrants exercisable at $0.10 per share at $0.05 per share for
      $50,000 cash.





·
              On
      October 1, 2008 the Company issued 300,000 common shares at $0.03 per
      share for $9,000 consulting services.·
              On
      November 16, 2008 the Company issued to escrow 600,000 common shares as
      security for a $30,000 note.





·
            On
      December 31, 2008 the Company authorized the issue of 5,250,000 common
      shares to convert $52,500 debt.





Prepaid Expense – Stock
Related





On April
1, 2008 the Company issued 250,000 S-8 registered common shares at $0.20 per
share for prepaid legal services and on June 30, 2008 the Company issued 400,000
S-8 registered common shares for prepaid advertising valued at $60,000. The
Company has amortized amounts expenses in the current period.





Dec
      31,
                  
                  
                  Dec
      31,2008
                  
                  
                  2007Prepaid
      Legal
                  
                  $
                  50,000
                  
                  
                  $
                  -Prepaid
      Advertising
                  
                  
                  60,000
                  
                  
                  
                  -Subtotal
                  
                  
                  110,000
                  
                  
                  
                  -Less:Amortization
                  
                  
                  9,747
                  
                  
                  
                  -Net
      Prepaid Expense Stock Related
                  
                  $
                  100,253
                  
                  
                  $
                  -









NOTE
7.          NOTES
PAYABLE





On
November 16, 2008 the company executed a $30,000 note at 10% per annum secured
by 600,000 common shares and due August 16, 2009. As incentive the company
issued 60,000 three-year warrants exercisable at $0.50 per share.





On
December 31, 2008 the Company authorized the issue of 5,250,000 common shares to
convert $52,500 notes payable.





NOTE
8.          RELATED PARY
LOANS





The
Company President has paid expenses on behalf of the Company using nine
different personal credit cards. These amounts are reported as Related Party
Loans. The outstanding balance for the period ended December 31, 2008 is
$149,497 and the year ended June 30, 2008 is $82,630.





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




The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, our unaudited financial statements and
related notes included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period.
This report contains “forward looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The statements, which are not
historical facts contained in this Report, including this Management’s
discussion and analysis of financial condition and results of operation, and
notes to our unaudited financial statements, particularly those that utilize
terminology such as “may” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
forward-looking statements. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and our actual results may differ
materially from the results reflected in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
dependence on existing and future key strategic and strategic end-user
customers, limited ability to establish new strategic relationships, ability to
sustain and manage growth, variability of operating results, our expansion and
development of new service lines, marketing and other business development
initiatives, the commencement of new engagements, competition in the industry,
general economic conditions, dependence on key personnel, the ability to
attract, hire and retain personnel who possess the technical skills and
experience necessary to meet the service requirements of our clients, the
potential liability with respect to actions taken by our existing and past
employees, risks associated with international sales, and other risks described
herein and in our other filings with the Securities and Exchange
Commission.




The safe
harbor for forward-looking statements provided by Section 21E of the Securities
Exchange Act of 1934 excludes issuers of “penny stock” (as defined under Rule
3a51-1 of the Securities Exchange Act of 1934). Our common stock currently falls
within that definition.







All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward looking
statements.
 
 The
following discussion of our financial condition and results of operations should
be read in conjunction with our unaudited financial statements and related notes
appearing elsewhere in this report.
 
 OVERVIEW
 
 The Small
Business Company was incorporated in the State of Delaware on November 26, 2002,
and acquired on the same date from Optibiz, LLC, a California limited liability
company formed August 14, 2002, all of Optibiz’s assets, primarily the “DARE
Process”, in exchange for the issuance of an aggregate of 13,000,000 shares of
our common stock and no other consideration. Our product line is based upon our
patent-pending knowledge base - the DARE Process (Decide, Analyze, Realize and
Evaluate); which process has been formatted into a series of books, high margin
CD’s and internet downloads. Since inception, we have been developing and
testing the DARE Process series of business improvement solutions for small
business owners. We intend to complement these tools with a global network of
licensed business coaches and DARE Success coaches who will provide subscription
based personalized assistance to micro-entrepreneurs (sole-proprietors to ten
employees).
 
 Our
principal executive offices are located at 1380 Willow Street, San Diego,
California 92106. Our telephone number is (619) 241-2844, and our facsimile
number is (619) 241-2847.
 
 OUR
BUSINESS
 
 We have
been developing and testing a series of business improvement solutions for small
business owners called DARE products and have been in the same industry since
inception.
 
 The
foundation of our solution is the “DARE Process”: Decide, Analyze, Realize and
Evaluate. This process addresses many problems facing many small businesses. Our
initial products are based on the DARE Process: interactive CD-ROMs targeted to
home based and small businesses; and, our books, co-authored by our founders
David Larson and Stuart Schreiber, “The Best Small Business Book Ever Written”,
“DARE 2 Market Your Small Business”, “DARE 2 Start Your Small Business”, and
“DARE 2 Start Your Home Based Business.
 
 Since our
inception, we have:
 •
                Researched
      the market for small business solutions, identified unmet need in the
      marketand created business model and
plan.
 
 •
                Created
      the DARE Process.
  
  •
                Written
      and published four books
 
 •
                Test
      marketed the concept with additional consulting activities to the small
      businessmarket.
 
 •
                Authored,
      developed, and created four
CD-ROMs.
 
 •
                Built
      out two web sites.
 
 •
                  Developed
      a framework for a proposed national network of small business
      coaches•
                  Begun
      marketing activities to sell our books and CD-ROMs over the internet and
      oncable television.
 DARE
PROCESS
 
 Our
objective is to become the leading source of small business solutions for small
companies. Our business is based upon the DARE Process, which our founders
created from their sixty-five cumulative years of small business experience and
presented in our book, “The Best Small Business Book Ever Written.” The premise
of the four-step DARE Process is to create a simple method for small business
owners to address the problems inhibiting the success of their companies. DARE
stands for Decide, Analyze, Realize, and Evaluate.
 
 “DECIDE”
 
 We
believe that small business owners must make a conscious decision that they need
to improve their business and their quality of life. Typically, our solution
asks the customer a series of questions to see if the customer is ready to
commit to make significant changes in a particular area.
 
 “ANALYZE”
 
 Our
solutions teach small business owners how to question and diagnose the specific
problems inhibiting the success and growth of their business. Our solutions
provide analysis tools and other resources to determine the cause of the
problems of the customer's small business.
 
 “REALIZE”
 
 Based on
findings from the Analyze step, the Realize step provides business owners with a
process to develop and initiate new programs that are designed to re-energize
and grow the customer's small business.
  
  “EVALUATE”
 
 Under
step four, business owners are presented with a process to measure the success
of each new Realize initiative. Then, they adjust and fine-tune to constantly
stay ahead of their competition.
 
 OUR PRODUCTS AND
SERVICES
 
 CD-ROMs. Our primary products
consist of our “DARE to Succeed in Your Small Business” CD-ROM series. This
first and master CD-ROM is an interactive, stand-alone software product that is
comprised of the DARE Process tools, including analysis forms, realize sheets,
sample agreements and contracts, one-page plans, and various Internet links.
This CD-ROM is a superset of our book, “The Best Small Business Book Ever
Written.” Forms and worksheets are provided using Microsoft Word and can be
completed either on screen or by hand. We charge $69.95 plus shipping and
handling for CD-ROMs and offer a free 30-day trial.
 
 Books. We also sell our books
that include forms, checklists and other tools for analyzing, realizing and
evaluating the results. The books also encourage readers to visit our web site
or phone a toll-free number to obtain CD-ROMs. We charge $14.95 plus shipping
and handling for our books and offer a free 30-day trial.
 
 Coaches. We intend to
qualify, train and license a network of DARE Success Coaches.
 
 At this
time we do not foresee any expected purchase or sale of plant and significant
equipment.
 
 MANUFACTURING
 
 We
manufacture our CD-ROMs and books using third-party manufacturing facilities. To
date, we have self published our books and developed our CD-ROMs through a third
party vendor. We have not yet entered into any agreement with respect to the
mass manufacture and production of either our CD-ROMs or our books. We believe
that there is an adequate supply of large and well-established CD-ROM producers
and book printers, all with competitive prices.
 
 OUR
MARKET
 
 We have
identified ten industry-specific markets for small businesses that we believe
have need for our business consulting solutions:
 
 •
Home-based businesses
 
 • Beauty
salons/spas
 
 • Laundry
services
 
 •
Realtors
 
 • Child
day care services
  
  •
Retailers
 
 •
Accounting services
 
 •
Insurance agencies
 
 • Auto
repair and maintenance
 
 • Food
and beverage establishments
 
 We have
identified several markets for these businesses where specific business needs,
rather than industries, need to be addressed:
 
 •
Marketing
 
 •
Planning
 
 •
Financing
 
 •
Starting a Business
 
 •
Managing a Business
 
 •
Manufacturing
 
 •
Operation
 
 •
Engineering
 
 MARKETING
 
 We market
our products through direct marketing initiatives, public relation campaigns,
alliances with small business associations, and partnerships with key service
providers to small businesses. Our direct marketing initiatives include TV
commercials, opt-in mail, online, print and media. To date, we have produced two
30-second TV commercials that have been aired on nationwide cable television.
However, due to lack of available financing, these TV commercials have not aired
during this quarter. Upon successful acquisition of additional financing, we
expect to resume the airing of these TV commercial spots in the near future. In
June of 2008, we entered into contracts to provide for media placement services,
“e-commerce” web site maintenance, and internet click-through advertising on web
sites. Performance issues arose regarding the efficacy of the performance of the
service providers, and we subsequently terminated those contracts and entered
into other agreements with third party providers of those and similar
services.
  
  CONSULTING
AGREEMENTS
 
 We have
entered into agreements with outside vendors/contractors on a specific per job
basis to provide a variety of services including marketing, business
development, graphic design, IT support, video production, commercial
production, CD development, and financial advisory services. These agreements
are for specific tasks and we have no term contracts in place at this time. The
Company deems all such contracts to be made and performed in the normal course
and scope of its business and are otherwise non-material.
  COMPETITION
 
 The
market for small business solutions is rapidly evolving, and competition for
customers is intense. We believe that the principal competitive factors for
companies looking to provide solutions to small businesses are cost, and ease of
use and implementation, and brand recognition. Although we are not aware of any
competitor whose primary focus is on CD-ROMs as opposed to books, there are
several publishing and media companies who are focused on delivering small
business solutions, such as Entrepreneur Media and E-Myth.
 
 We also
compete with traditional publishers such as John Wiley & Co. (the “Dummies”
series), Pearson PLC (“Idiot Guides”) and Adams Media (“Streetwise”). The
Dummies series often provides a CD-ROM with their book as a general business
forms addition rather than a process-based solution. It is possible that these
other publishers could create a CD-ROM version of their respective books in
order to compete with “DARE to Succeed in Your Small Business.”
 
 Virtually
all of our existing and potential competitors have longer operating histories,
greater name recognition, larger customer bases, and significantly greater
financial, technical and marketing resources than us. Such competitors are able
to undertake more extensive marketing campaigns for their brands and products,
adopt more aggressive pricing policies and make more attractive offers to small
business associations and strategic partners. It is possible that small
businesses may determine that the other small business solutions are more
desirable than ours.
 
 INTELLECTUAL PROPERTY AND
PROPRIETARY RIGHTS
 
 We have
received copyright registration for The Best Small Business Book Ever Written
(TX 5-915-046), DARE 2 Market Your Small Business (TXu1-290-967), DARE 2 Start
Your Small Business (TXul-296-949) and DARE 2 Start Your Home Based Business
(TXul-296-947). We have also applied for copyright registration for two
additional books and have filed for a patent on our DARE Process. An Application
for a Utility or Design Patent was filed for the DARE Process on July, 26, 2004.
The U.S. Patent and Trademark Office confirmed receipt of the filing as
Published Application Number 20050055234. We are awaiting confirmation of final
patent approval for its four-step problem-solving process, which we anticipate
we may receive in 2009, although the exact date is uncertain. We will rely on
trade secret rights, confidentiality agreements and procedures and written
arrangements to establish and protect our proprietary rights with respect to our
publications. Despite our efforts, third parties could attempt to copy or
otherwise obtain and make unauthorized use of our products or independently
develop similar products.
  
  Certain
legal standards relating to the validity, enforceability, and scope of
protection of certain proprietary rights are still uncertain, and it is possible
that there may be no future value to any proprietary rights we now claim. It is
also possible that the steps we may take to protect against misappropriation or
infringement will be unsuccessful. In addition, litigation may be necessary in
the future to enforce our intellectual property rights, to protect our trade
secrets, or to determine the validity and scope of the proprietary rights of
others. Such litigation might result in substantial costs and diversion of
resources and management attention. Furthermore, it is possible that our
business activities may infringe on the proprietary rights of others, or that
other parties may make such a claim.
 
 EMPLOYEES
 
 As of
December 31, 2008, we have three employees, our CEO and COO and an office
manager. We do not anticipate that any future employees will be covered by an
ongoing collective bargaining agreement and that our relationship with our
employees will be good. Although we have experienced no work stoppages and
believe our relationships with our employees are good, we could be unsuccessful
in attracting and retaining the persons needed. None of our employees are
currently represented by a labor union.
 
 SIGNIFICANT ACCOUNTING
POLICIES
 
 Accounting
Basis
 
 The
statements were prepared following generally accepted accounting principles of
the United States of America consistently applied. We use a June 30 fiscal year
end.
 
 Cash
and Cash Equivalents
 
 Cash and
cash equivalents include all short-term liquid investments that are readily
convertible to know amounts of cash and have original maturities of three months
or less. As of June 30, 2006 there were no cash equivalents.
 
 Accounts
Receivable
 
 The
Company analyzes current accounts receivable for an allowance for doubtful
accounts based on historical bad debt, customer credit-worthiness, the current
business environment and historical experience with the customer. The allowance
includes specific reserves for accounts where collection is deemed to be no
longer probable.
 
 Advertising
Costs
 
 Advertising
Costs are expensed as incurred.
  December
      31,
                      
                      2008
                      
                      
                      2007Advertising
      Costs
                      
                      $
                      9,420
                      
                      
                      $
                      0.00
  
  Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Equipment
 
 Equipment
is stated at cost. Depreciation is computed using the straight-line method over
their estimated useful lives, which for computer equipment is three years.
Maintenance and repairs are charged to expense as incurred. Fixed assets consist
of the following
  December
      31,
                    
                    
                    June
      302008
                    
                    
                    2008Equipment
                    
                    $
                    7,846
                    
                    
                    $
                    7,846Less
      Accumulated Depreciation
                    
                    
                    (5,746
                    )
                    
                    
                    (5,358
                    )Equipment,
      net
                    
                    $
                    1,712
                    
                    
                    $
                    2,488
  Publication
Rights
 
 On March
14, 2008 the Company issued 500,000 common shares to acquire the marketing and
publication rights to a book. The fair value of the stock issued on the date of
agreement was $0.05 per share, accordingly the rights are recorded at
$25,000.
 
 Revenue
Recognition
 
 Revenues
from services are recognized when there is persuasive evidence of an
arrangement, the fee is fixed or determinable, services have been rendered,
payment has been contractually earned and it is reasonably assured that the
related receivable or unbilled revenue is collectable.
 
 Income
Taxes
 
 The
provision for income taxes is the total of the current taxes payable and the net
of the change in the deferred income taxes. Provision is made for the deferred
income taxes where differences exist between the period in which transactions
affect current taxable income and the period in which they enter into the
determination of net income in the financial statements.
 
 Earnings
Per Share
 
 Basic
earnings per share are computed by dividing net income by the average number of
common shares outstanding during the period. Diluted earnings per share takes
into consideration the potentially dilutive effect of common stock equivalents,
such as outstanding stock options and warrants, which if exercised or converted
into common stock would then share in the earnings of the Company. In computing
diluted earnings per share, the Company utilizes the treasury stock method and
anti-dilutive securities are excluded.
  
 Outstanding
options and warrants are considered anti-dilutive.
 Stock Based
Compensation
 
 The
Company accounts for its stock based compensation based upon provisions in SFAS
No. 123, Accounting for Stock-Based Compensation. In this statement stock based
compensation is divided into two general categories, based upon who the stock
receiver is, namely: employees/directors and non-employees/directors. The
employees/directors category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory. The employee/directors
non-compensatory securities are recorded at the sales price when the stock is
sold. The compensatory stock is calculated and recorded at the securities’ fair
value at the time the stock is given. SFAS 123 also provides that stock
compensation paid to non-employees be recorded with a value which is based upon
the fair value of the services rendered or the value of the stock given,
whichever is more reliable. The Company has selected to utilize the fair value
of the stock issued as the measure of the value of services
obtained.
  RESULTS OF
OPERATIONS
 
 LIQUIDITY AND CAPITAL
RESOURCES
 
 Three
months ended December 31, 2008 vs. Three months ended December 31,
2007.
 
 Revenues: We had $2,127 in
consulting revenues for the three months ended December 31, 2008 as compared to
$28 in consulting revenues for the same period in 2007. Our history of producing
limited revenues is due our initial focus on acquisition, research, development
and beta testing of our products; secondly, to identifying and developing a
marketing plan to sell our products and consulting services; and lastly
implementing the marketing and advertising plan. In June of 2008 we began
actively marketing our CD-ROMS and books over the internet via an e-commerce web
site and “click-through” advertisements on search engines, and through thirty
second television commercials on national cable television. These efforts, while
continuous, are in the preliminary and formative stages, and as such, we believe
that we will see returns on our marketing efforts in the next fiscal year, as we
develop and expand our marketing and sales efforts. Additionally, we changed
service providers for some of our internet advertising services in October,
2008, based upon what we perceived to be performance related issues with a
vendor. We have since retained other internet advertising service
providers.
 
 Operating Expenses: Our
operating expenses for the three months ended December 31, 2008 increased by
$8,771, to $63,238, from $54,467 for the comparable period in 2007. This
increase was due to completion of the acquisition, research and development and
beta testing stages of our products, as well as the identification and
deployment of our marketing plans. Other factors that increased operating
expenses approximately for the same period in 2007 were associated with book
design and printing and the re-engineering and production of our compact discs,
the engineering of our data base and marketing costs related to production of
two television commercials.
  
  Net Loss: Due to the factors
set forth above, our net loss increased $7,825 to $73,236 for the three months
ended December 31, 2008 as compared to a net loss of $65,411 for the comparable
period in 2007.
 
 OFF BALANCE SHEET
ARRANGEMENTS
 
 None.
 
 Item 3. Controls and
Procedures.
 
 Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure.
 
 Evaluation of disclosure and
controls and procedures. As of the end of the period covered by this
Quarterly report, we conducted an evaluation, under the supervision and with the
participation of our chief executive officer and chief financial officer, of our
disclosure controls and procedures (as defined in Rules 13a-15(e) of the
Exchange Act). Based on this evaluation, our chief executive officer and
treasurer, the sole officers and directors of the company, concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms
 
 Changes in internal controls over
financial reporting. There was no change in our internal controls, which
are included within disclosure controls and procedures, during our most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal controls
  
  Management is responsible for
establishing and maintaining adequate internal control over financial
reporting. The purpose of the Company’s establishment and maintenance of
such controls is to identify material weaknesses that have more than a remote
likelihood of leading to a material misstatement in the financial statements.
While identifying control deficiencies and significant deficiencies represents
an important component of management's assessment, the overall focus of internal
control reporting is on those items that could result in material errors in the
Company’s financial statements. As of the end of the period covered by this
report, our chief executive officer evaluated the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rule 13a-15b
under the Securities Exchange Act of 1934. Based on his review of our disclosure
controls and procedures, he concluded that our disclosure controls and
procedures are effective in timely alerting him to material information relating
to us that is required to be included in our periodic SEC filings. Management is
in the continuing process of analyzing and adopting new policies and procedures
to improve the design and operations of our disclosure controls. These efforts
include identifying and tasking available staff to better segregate duties; the
review and consideration of more sophisticated software and other office
procedures that would aid us in timely flagging potential material information
that requires staff and management review and possible action prior to filing;
and consideration of hiring additional staff geared towards review of our
financial data and reporting. We continue to train to our existing staff in
order to achieve reasonable assurance regarding the reliability of the financial
statements
 
 We also
expect that through the natural learning process management will achieve
efficiencies as they complete future assessments of internal control. For
example, management's knowledge of the prior year's assessment results will
impact its current year risk-based analysis of the significant accounts and the
related required documentation and testing that may be necessary. Management may
determine that certain controls require more extensive testing, while other
controls require little testing in a given year. Additionally, in reaching its
conclusion of reasonable assurance, management may find it appropriate to adjust
the nature, extent and timing of testing from year to year - in some years
delving deeply into selected internal control areas while performing less
extensive testing in other areas and changing that focus from year to year and
quarter to quarter.
 
 In any
event, we will, consistent with Section 404 of the Sarbanes-Oxley Act of 2002,
implement reasonable assurance, risk-based reviews of our internal financial
reporting controls; evaluate internal control deficiencies; disclose material
weaknesses; review information technology issues; and seek communications with
auditors in order to periodically review our control procedures, and create new
controls to address perceived material issues regarding financial reporting,PART
II—OTHER INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
 
 Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
 
 On
October 1, 2008 the Company issued 300,000 common shares at $0.03 per share for
$9,000 consulting services.
  
  On
November 16, 2008 the Company, without any general solicitation or advertising,
entered into a straight promissory note with Margaret Hansler. In exchange for
thirty thousand dollars ($30,000.00), the Company agreed to repay to Ms. Hansler
her thirty thousand dollar ($30,000.00) principal and ten percent (10%) annual
interest by August 16, 2009. Further, in the event of the Company’s default
repaying the note to Ms. Hansler, the Company and Ms. Hansler agreed that the
debt and interest would be convertible into six hundred thousand (600,000)
restricted common shares of the Company. As additional consideration for
entering into the note, the Company issued to Margaret Hansler sixty thousand
(60,000) three-year warrants, expiring on November 16, 2011, to purchase
restricted securities exercisable at fifty cents ($0.50) per share. No
underwriting, discounts or other commissions were involved in this transaction
or payable as a result thereof. We relied upon Section 4(2) of the Securities
Act, which exempts from registration "transactions by an issuer not involving
any public offering."
 
 The
warrants are exercisable at any time during the three-year period beginning on
November 16, 2008 and ending at 5:00 P.M. on November 16, 2011 by the warrant
holder executing and delivering to the Company a formal written form entitled
Notification of Election to Exercise Warrants.
 
 The funds
received by the Company were used for general working capital and do not reflect
a material change in the use of proceeds described in our previous filings or
prospectuses, or payments to any shareholder owning 10% or more of any class of
equity securities or to any affiliate or control person of the
Company.
 
 On
December 31, 2008 the Company authorized the issuance of 5,250,000 common shares
to convert $52,500 debt on a note payable.
 
 Item 3. Defaults Upon Senior
Securities.
 
 None.
 
 Item 4. Submission of Matters to a
Vote of Security Holders.
 
 None.
 
 Item 5. Other
Information.
 
 As of
February 9, 2009, the Company’s principal executive offices changed from 674 Via
de La Valle, Suite 226, Solana Beach, CA, to 1380 Willow Street, San Diego, CA
92106.
 
 Item
6. Exhibits
  Item
      No.
                        
                        Description
                        
                        Method
      of Filing31.1
                        
                        Certification
      of David Larson pursuant
      to Rule 13a-14(a).
                        
                        Filed
      electronically herewith32.1
                        
                        Chief
      Executive Officer and Chief Financial Officer
      Certification pursuant to 18 U.S.C. § 1350adopted
      pursuant to Section 906 of the SarbanesOxley Act of
      2002.
                        
                        Filed
      electronically
herewith
  
  SIGNATURES
  Dated:
      December 31, 2008/s/
      David LarsonDavid
      Larson, President, Chief Executive Officer, and
  Director