UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





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





FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2009





Or





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





Commission
File #333-74638





LABWIRE,
INC.


(Exact
name of registrant as specified in its charter)





NEVADA
                  
                  37-1501818(State
      or other jurisdiction of incorporation)
                  
                  (IRS
      Employer Identification
Number)





1514
      North FM 359 Brookshire, Texas
                  
                  77423(Address
      of principal executive offices)
                  
                  (Zip
      Code)





(281) 934 –
3158


(Registrant's
telephone no., including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ̈    Nox








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





Large
      accelerated filer
                       ̈
                      Accelerated
      filer
                       ̈Non-accelerated
      filer
                       ̈
                      Smaller
      reporting company
                      x(Do
      not check if smaller reporting company





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





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





At May 8,
2009, there were 144,452,334 shares of common stock
outstanding.








TABLE
OF CONTENTS




PART
I FINANCIAL INFORMATION




Page
                      No.Item
      1.
                    
                    Financial
      Statements
                    3Consolidated
      Balance Sheets – March 31, 2009 (Unaudited) and March 31,
      2008
                    3Unaudited
      Consolidated Statements of Operations-Three Months Ended March 31, 2009
      and 2008
                    4Unaudited
      Consolidated Statement of Changes in Stockholders’ Equity (Deficit) –
      Three Months Ended March 31, 2009
                    5Unaudited
      Consolidated Statements of Cash Flows-Three Months Ended March 31, 2009
      and 2008
                    6Notes
      to Unaudited Consolidated Financial Statements
                    7Item
      2.
                    
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    16Item
      3.
                    
                    Quantitative
      and Qualitative Disclosures About Market Risks
                    16Item
      4T.
                    
                    Controls
      and Procedures
                    17PART
      II OTHER INFORMATIONItem
      1.
                    
                    Legal
      Proceedings
                    17Item
      2.
                    
                    U
      Unregistered Sales of Equity Securities and Use of
Proceeds
                    17Item
      3.
                    
                    D
      Defaults Upon Senior Securities
                    17Item
      4.
                    
                    Submission
      of Matters to a Vote of Security Holders
                    17Item
      5.
                    
                    Other
      Information
                    17Item
      6.
                    
                    Exhibits
                    17Signatures
                    18




2


ITEM
1. FINANCIAL STATEMENTS





LABWIRE,
INC.


Consolidated
Balance Sheets





3/31/2009
                
                
                12/31/2008ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                
                $
                64,007
                
                
                $
                186,144Accounts
      Receivable , net
                
                
                754,191
                
                
                
                480,295Prepaid
      Expenses
                
                
                205,064
                
                
                
                -Employee
      Advances
                
                
                30,405
                
                
                
                26,405Total
      Current Assets
                
                
                1,053,667
                
                
                
                692,844PROPERTY
      AND EQUIPMENT:Laboratory
      equipment
                
                
                55,020
                
                
                
                53,781Vehicles
                
                
                7,000
                
                
                
                7,000Office
      furniture and equipment
                
                
                56,116
                
                
                
                56,116Proprietary
      software
                
                
                293,294
                
                
                
                267,617Less:
      Accumulated Depreciation
                
                
                (133,105
                )
                
                
                (113,609
                )Net
      Property and Equipment
                
                
                278,325
                
                
                
                270,905OTHER
      ASSETS:Goodwill
                
                
                455,210
                
                
                
                455,210TOTAL
      ASSETS
                
                $
                1,787,202
                
                
                $
                1,418,959LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                
                771,801
                
                
                
                316,688Income
      taxes payable
                
                
                34,521
                
                
                
                21,140Line
      of credit
                
                
                300,000
                
                
                
                300,000Notes
      Payable - Bridge Loan
                
                
                260,000
                
                
                
                280,000Current
      portion on long-term debt
                
                
                197,175
                
                
                
                198,290Notes
      payable to related parties
                
                
                -
                
                
                
                -Accrued
      Interest
                
                
                2,229
                
                
                
                43,297Accrued
      Interest payable - related parties
                
                
                -
                
                
                
                -Total
      Current Liabilities
                
                
                1,565,726
                
                
                
                1,159,415LONG-TERM
      LIABILITIESLong-term
      debt, less current portion above
                
                
                266,666
                
                
                
                283,574Total
      Long-term Liabilities
                
                
                266,666
                
                
                
                283,574TOTAL
      LIABILITIES
                
                
                1,832,392
                
                
                
                1,476,776
                (1)STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; $0.01 par value; 150,000,000 shares authorized, 142,699,001
      and 142,699,001  shares outstanding, respectively
                
                
                142,699
                
                
                
                142,499Additional
      paid-in capital
                
                
                670,674
                
                
                
                670,674Accumulated
      deficit
                
                
                (858,563
                )
                
                
                (837,403
                )Total
      Stockholders' Equity (Deficit)
                
                
                (45,190
                )
                
                
                (24,030
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                
                $
                1,787,202
                
                
                $
                1,418,959


3





LABWIRE,
INC.


Consolidated
Statements of Operations





For
      the Three
                
                
                For
      the ThreeMonths
      Ended
                
                
                Months
      EndedMarch
      31, 2009
                
                
                March
      31, 2008REVENUES
                
                $
                1,233,003
                
                
                $
                864,997COST
      OF SALES
                
                
                708,352
                
                
                
                462,708GROSS
      PROFIT
                
                
                524,651
                
                
                
                402,289OPERATING
      EXPENSES:General
      and administrative expenses
                
                
                239,480
                
                
                
                163,827Bad
      debt expense
                
                
                17,514
                
                
                
                520Advertising
      and marketing expenses
                
                
                8,047
                
                
                
                4,244Payroll
      expenses
                
                
                206,139
                
                
                
                239,393Total
      Operating Expenses
                
                
                471,180
                
                
                
                407,984INCOME
      FROM OPERATIONS
                
                
                53,471
                
                
                
                (5,695
                )OTHER
      INCOME (EXPENSES)Interest
      expense
                
                
                (27,466
                )
                
                
                (18,385
                )Interest
      income
                
                
                4
                
                
                
                78Total
      Other Income (Expense)
                
                
                (27,462
                )
                
                
                (18,307
                )NET
      INCOME (LOSS) BEFORE TAXES
                
                
                26,009
                
                
                
                (24,002
                )PROVISION
      FOR INCOME TAXES
                
                
                13,381
                
                
                
                (16,299
                )NET
      INCOME (LOSS)
                
                $
                12,628
                
                
                $
                (7,703
                )BASIC
      EARNINGS (LOSS) PER SHARE
                
                $
                0.00
                
                
                $
                (0.00
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                
                
                142,699,001
                
                
                
                140,399,001




4





LABWIRE,
INC.


Consolidated
Statements of Stockholders' Equity (Deficit)





Additional
                              
                              
                              
                              
                              
                              TotalCommon
                              
                              
                              Stock
                              
                              
                              Paid-In
                              
                              
                              Accumulated
                              
                              
                              Stockholders’Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Deficit
                              
                              
                              Equity
      (Deficit)Balance,
      December 31, 2006
                              
                              
                              140,399,001
                              
                              
                              $
                              140,399
                              
                              
                              $
                              471,384
                              
                              
                              $
                              (811,382
                              )
                              
                              $
                              (199,599
                              )Cash
      received for prior issued common shares
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,439
                              
                              
                              
                              -
                              
                              
                              
                              5,439Net
      Income for year endedDecember
      31, 2007 (restated)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              168,585
                              
                              
                              
                              168,585Balance,
      December 31, 2007 (restated)
                              
                              
                              140,399,001
                              
                              
                              
                              140,399
                              
                              
                              
                              476,823
                              
                              
                              
                              (642,797
                              )
                              
                              
                              (25,575
                              )Common
      shares issued for cash
                              
                              
                              100,000
                              
                              
                              
                              100
                              
                              
                              
                              14,900
                              
                              
                              
                              -
                              
                              
                              
                              15,000Common
      stock issued for debt
                              
                              
                              2,200,000
                              
                              
                              
                              2,200
                              
                              
                              
                              178,951
                              
                              
                              
                              -
                              
                              
                              
                              181,151Net
      loss for year endedDecember
      31, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (194,606
                              )
                              
                              
                              (194,606
                              )Balance,
      December 31, 2008
                              
                              
                              142,699,001
                              
                              
                              $
                              142,699
                              
                              
                              $
                              670,674
                              
                              
                              $
                              (837,403
                              )
                              
                              $
                              (24,030
                              )Common
      shares issued for cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Common
      stock issued for debt
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Top
      side entry for Cost of Goods Sold accrual
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (33,788
                              )
                              
                              
                              (
      33,788
                              )Net
      income  for the three months  endedMarch
      31, 2009
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              12,628
                              
                              
                              
                              12,628142,699,001
                              
                              
                              $
                              142,699
                              
                              
                              $
                              670,674
                              
                              
                              $
                              (858,563
                              )
                              
                              $
                              (45,190
                              )


5





LABWIRE,
INC.


Consolidated
Statements of Cash Flows





For
      the Three
                  
                  
                  For
      the ThreeMonths
      Ended
                  
                  
                  Months
      EndedMarch
      31, 2009
                  
                  
                  March
      31, 2008OPERATING
      ACTIVITIESNet
      Income (Loss)
                  
                  $
                  12,628
                  
                  
                  $
                  (7,703
                  )Adjustments
      to reconcile net income (loss) to net cash provided (used) by operating
      activities:Depreciation
                  
                  
                  19,497
                  
                  
                  
                  11,640Changes
      in operating activities(Increase)
      decrease in accounts receivable
                  
                  
                  (273,896
                  )
                  
                  
                  502,390(Increase)
      decrease in employee advances
                  
                  
                  (4,000
                  )
                  
                  
                  (12,500
                  )(Increase)
      decrease in prepaid expenses
                  
                  
                  (199,715
                  )
                  
                  
                  (191,741
                  )Increase
      (decrease) in accounts payable andaccrued
      expenses
                  
                  
                  415,977
                  
                  
                  
                  (368,964
                  )Increase
      (decrease) in accrued interest payable
                  
                  
                  7,065
                  
                  
                  
                  11,275Increase
      (decrease) in income taxes payable
                  
                  
                  13,381
                  
                  
                  
                  (24,303
                  )Net
      Cash Provided by Operating Activities
                  
                  
                  (9,063
                  )
                  
                  
                  (79,906
                  )INVESTING
      ACTIVITIESPurchase
      of property and equipment
                  
                  
                  (1,240
                  )
                  
                  
                  (1,479
                  )Capitalized
      software costs
                  
                  
                  (25,678
                  )
                  
                  
                  (35,500
                  )Net
      Cash Used in Investing Activities
                  
                  
                  (26,918
                  )
                  
                  
                  (36,979
                  )FINANCING
      ACTIVITIESRepayment
      of notes payable
                  
                  
                  (86,156
                  )
                  
                  
                  (
      45,645
                  )Proceeds
      from line of credit
                  
                  
                  -
                  
                  
                  
                  100,000Sale
      of common stock for cash
                  
                  
                  -
                  
                  
                  
                  15,000Net
      Cash Provided by Financing Activities
                  
                  
                  (86,156
                  )
                  
                  
                  69,355NET
      INCREASE IN CASH
                  
                  
                  (122,137
                  )
                  
                  
                  (47,530
                  )CASH
      AT BEGINNING OF YEAR
                  
                  
                  186,144
                  
                  
                  
                  200,208CASH
      AT END OF YEAR
                  
                  $
                  64,007
                  
                  
                  $
                  152,678CASH
      PAID FOR:Interest
                  
                  $
                  27,466
                  
                  
                  $
                  31,305Income
      Taxes
                  
                  $
                  -
                  
                  
                  $
                  -NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for debt
                  
                  $
                  -
                  
                  
                  $
                  -





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


6


1.
Summary of Significant Accounting Policies




Nature of
Operations - The Company was incorporated in Nevada on October 8, 2004 as
Labwire, Inc. (referred to herein as "the Company"). The Company was established
as a an employee screening company specializing in drug testing
and background investigations with a client base of large US and European
corporations which provides compliance services for Department Of Transportation
(49cfr part 40) and Security and Exchange Commission  (Fair Credit
Reporting Act) governed programs.





Basis of
Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Occupational Testing,
Inc.  All intercompany balances and transactions have been eliminated
in consolidation.





Basis of
Presentation – The accompanying financial statements have been prepared
on the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States. Significant accounting principles
followed by the Company and the methods of applying those principles, which
materially affect the determination of financial position and cash flows are
summarized below.





Cash and
Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid instruments with original maturities of
ninety days or less, to be cash equivalents.




Allowance
for Doubtful Accounts Receivables - The allowance for doubtful
accounts is based on a combination of historical data, cash payment trends,
specific customer issues, write-off trends, general economic conditions and
other factors. These factors are continuously monitored by management to arrive
at an estimate for the amount of accounts receivable that may ultimately be
uncollectible. In circumstances where the Company is aware of a specific
customer’s inability to meet its financial obligations, the Company records a
specific allowance for bad debts against amounts due to reduce the net
recognized receivable to the amount it reasonably believes will be collected.
This analysis requires making significant estimates, and changes in facts and
circumstances could result in material changes in the allowance for
uncollectible receivables.  The Company’s allowance for doubtful
accounts receivables was $187,070 and $192,111 at March 31, 2009 and December
31, 2008, respectively.




Fair
Value of Financial Instruments - The Company's financial instruments
includes accounts receivable, accounts payable, notes payable and long-term
debt. The fair market value of accounts receivable and accounts payable
approximate their carrying values because their maturities are generally less
than one year. Long-term notes receivable and debt obligations are estimated to
approximate their carrying values based upon their stated interest
rates.




Long-Lived
Assets-The Company reviews
long-lived assets, such as property and equipment, and purchased intangibles
subject to amortization, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, in accordance with Statement of financial Accounting Standards
(“SFAS”) No. 144, Accounting for the Impairment for Disposal of Long-Lived
Assets. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount of the asset exceeds the fair value of the asset.





Basis of
Presentation-In the opinion of
management, the accompanying balance sheets and related interim statements of
income, cash flows, and stockholders' equity include all adjustments, consisting
only of normal recurring items, necessary for their fair presentation in
conformity with accounting principles generally accepted in the United States of
America ("U.S. GAAP"). Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. Actual results and outcomes may differ from
management's estimates and assumptions.


7


Interim
results are not necessarily indicative of results for a full year. The
information included in this Form 10-Q should be read in conjunction with
information included in the Form 10-K.





Property
and equipment - Property and equipment are stated at cost, net of
accumulated depreciation. Depreciation is provided primarily by the
straight-line method over the estimated useful lives of the related assets
generally of five to seven years.





Computer
equipment is being depreciated over three (3) years, equipment and furniture
& fixtures over five (5) years using the straight-line method, vehicles over
five (5) years using the straight-line method, and software over five (5) years
using the straight-line method.





Following
is a description of the Company’s depreciated property:





Asset
      Description
                        
                        Historical
      Cost
                        
                        
                        Accum
      Depreciation
                        
                        
                        Net
      Book ValueOffice
      Furniture & Equipment
                        
                        $
                        56,116
                        
                        
                        $
                        34,543
                        
                        
                        $
                        21,573Equipment
                        
                        
                        55,020
                        
                        
                        
                        37,266
                        
                        
                        
                        17,754Vehicles
                        
                        
                        7,000
                        
                        
                        
                        5,444
                        
                        
                        
                        1,556Software
      Development
                        
                        
                        293,294
                        
                        
                        
                        55,852
                        
                        
                        
                        237,442





Net
      Property and Equipment
                  
                  
                  
                  $
                  278,325




Income
Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax basis
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce the deferred tax assets to
the amount expected to be realized. The Company has established a 100% valuation
allowance for any temporary timing issues resulting in a deferred tax
asset.  Income tax expense is payable or refundable for the period
plus or minus the change during the period in deferred tax assets and
liabilities.




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





Revenue
Recognition - The Company's revenues are derived principally from the
sale of medical testing services to companies and individuals. Revenue is
recognized after the test as services have been provided and there are no longer
any material commitments to the customer.





Software
Development Costs - The Company follows the guidance set forth in
Statement of Position 98-1, Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use(SOP 98-1), in
accounting for costs incurred in the development of its on-demand application
suite. SOP 98-1 requires companies to capitalize qualifying computer
software costs that are incurred during the application development stage and
amortize them over the software’s estimated useful life.


8


1.
Summary of Significant Accounting Policies - Continued





Software Development Costs -
continued





The
Company capitalizes costs associated with developing software for internal use,
which costs primarily include salaries of developers.  Direct costs
incurred in the development of software are capitalized once the preliminary
project stage is completed, management has committed to funding the project and
completion and use of the software for its intended purpose are
probable.  The Company ceases capitalization of development costs once
the software has been substantially completed at the date of conversion and is
ready for its intended use. The estimation of useful lives requires a
significant amount of judgment related to matters, specifically, future changes
in technology. The Company believes there have not been any events or
circumstances that warrant revised estimates of useful lives.





Purchase
Accounting - The Company completed acquisitions in 2004 and in the fourth
quarter of 2007. The purchase method of accounting requires companies to assign
values to assets and liabilities acquired based upon their fair values. In most
instances, there is not a readily defined or listed market price for individual
assets and liabilities acquired in connection with a business, including
intangible assets. The determination of fair value for assets and liabilities in
many instances requires a high degree of estimation. The valuation of
intangibles assets, in particular, is very subjective.  The Company
generally uses internal cash flow models and, in certain instances, third party
valuations in estimating fair values. The use of different valuation techniques
and assumptions can change the amounts and useful lives assigned to the assets
and liabilities acquired, including goodwill and other intangible assets and
related amortization expense.





Advertising
Costs - Advertising costs are reported in selling, general and
administrative expenses and include advertising, marketing and promotional
programs. As of March 31, 2009 and December 31, 2008, all of these costs were
charged to expenses in the period or year in which incurred. Advertising costs
for the quarters ended March 31, 2009 and December 31, 2008 were $8,047 and
$19,648, respectively.





Stock
Options - The Company accounts for stock options issued to employees in
accordance with APB No.25.


The
Company has elected to adopt the disclosure requirements of SFAS No.123
"Accounting for Stock-based Compensation". This statement requires that the
Company provide proforma information regarding net income (loss) and
income (loss) per share as if compensation cost for the Company's stock
options granted had been determined in accordance with the fair value based
method prescribed in SFAS No. 123. Additionally, SFAS No. 123 generally requires
that the Company record options issued to non-employees, based on the fair value
of the options.




Stock
Based Compensation – Labwire accounts for stock-based employee
compensation arrangements using the fair value method in accordance with the
provisions of Statement of Financial Accounting Standards no.123(R) or SFAS No.
123(R), Share-Based Payments, and Staff Accounting Bulletin No. 107, or SAB 107,
Share-Based Payments. The company accounts for the stock options issued to
non-employees in accordance with the provisions of Statement of Financial
Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based
Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity
Instruments with Variable Terms That Are Issued for Consideration other Than
Employee Services Under FASB Statement No. 123. The fair value of stock options
and warrants granted to employees and non-employees is determined using the
Black-Scholes option pricing model.





Net
Earnings (Loss) per Share - Basic and diluted net loss per share
information is presented under the requirements of SFAS No. 128, Earnings per
Share. Basic net loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding for the period, less shares
subject to repurchase. Diluted net loss per share reflects the potential
dilution of securities by adding other common stock equivalents, including stock
options, shares subject to repurchase, warrants and convertible notes in the
weighted-average number of common shares outstanding for a period, if dilutive.
During the three months ended March 31, 2009 and the year ended December 31,
2008 there were no dilutive securities.  The computation of earnings
(loss) per share is as follows:





Quarter
      Ended
                  
                  
                  Quarter
      EndedMar 31, 2009,
                  
                  
                  Dec 31, 2008Net
      Income (Loss)
                  
                  $
                  12,628
                  
                  
                  $
                  ( 194,606
                  )Weighted
      average shares outstanding
                  
                  
                  142,699,001
                  
                  
                  
                  141,586,433Basic
      Earnings (Loss) per share
                  
                  $
                  ( 0.00
                  )
                  
                  $
                  0.00





Recent Accounting
Pronouncements




In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need


9


1.
Summary of Significant Accounting Policies - Continued





to be
included in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
“Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do
we believe that FSP EITF 03-6-1 would have material effect on our consolidated
financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-an interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at
this  time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at
this  time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.


10


1.
Summary of Significant Accounting Policies - Continued





Recent Accounting
Pronouncements – continued





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.





In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.


11


2.  Goodwill





The
Company acquired 100% of Occupational Testing, Inc. (OTI) on October 31, 2007
for $120,000 cash and a $480,000 note bearing interest at 1% over New York
floating prime.  The note is payable in quarterly installments of
$40,000 plus accrued interest beginning January 31, 2008.  The
purchase of OTI resulted in $455,210 in goodwill as an asset on the Company’s
financial statements.  At March 31, 2009, the Company determined that
the fair value of the reporting entity unit exceeds its carrying amount and
hence the goodwill is not impaired.  In 2006, the Company wrote off
$476,933 in goodwill deemed impaired from the Workplace Screening, Inc.
acquisition of Labwire, Inc.





3.  Line
of Credit





On March
4, 2008, the Company transferred the $241,933 balance on the revolving Line of
Credit to an installment loan at 4.25% with Frost Bank maturing on March 4,
2011.  Monthly installment payments of $6,761.31 plus interest are due
on the 4th of each
month.





On March
4, 2008, the Company established another $300,000 revolving line of credit with
Frost Bank that matures on March 4, 2009.  The interest rate on the
outstanding balance of the revolving line of credit is a floating prime plus 1%
and is due on the 13th of each
month.





The
principal balance owing by the Company at March 31, 2009 was $300,000 and
accrued interest payable was $-0-. The Company had no available funds on the
revolving line of credit at March 31, 2009.  This line of credit is
secured by a UCC Financing statement signed by the Company in favor of the
lender and by the personal guarantee of the Company’s Chief Executive
Officer.





4.
Long-term notes payable





As of
March 31, 2009 and December 31, 2008, the Company had notes payable as
follows:





2009
                      
                      
                      2008Note
      to A. Murphy, due in quarterly installments of $40,000 beginning January
      31, 2008 and bears interest at 1% over New York floating
    prime
                      
                      $
                      302,138
                      
                      
                      $
                      340,718Less:  current
      portion
                      
                      
                      160,000
                      
                      
                      
                      160,000$
                      142,138
                      
                      
                      $
                      180,718





2009
                  
                  
                  2008Installment
      Loan to Frost Bank, due in monthly installments of $6,761.31 Beginning
      April 4, 2008 and bears interest at 4.25%
                  
                  $
                  163,933
                  
                  
                  $
                  184,444Less:  current
      portion
                  
                  
                  81,136
                  
                  
                  
                  81,136$
                  82,797
                  
                  
                  $
                  103,308Bridge
      loan from Northamerican Energy Group, Inc., due on April 1, 2009 and bears
      interest at 1% per fifteen (15) day period or 24.33% per
    annum
                  
                  $
                  260,000
                  
                  
                  $
                  280,000Less:  current
      portion
                  
                  
                  260,000
                  
                  
                  
                  280,000$
                  -
                  
                  
                  $
                  -Related
      Party Notes Payable:Shareholders,
      due on demand, bearing interest at 1.71% per annum
                  
                  $
                  -
                  
                  
                  $
                  100,985Workplace
      Health, due on demand, bearing interest at 4.5% per annum
                  
                  
                  -
                  
                  
                  
                  56,000-
                  
                  
                  
                  156,985Less:  current
      portion
                  
                  
                  -
                  
                  
                  
                  156,985$
                  -
                  
                  
                  $
                  -





The A.
Murphy note payable is secured by all of the outstanding stock and all of the
assets of Occupational Testing, Inc.  The related party notes payable
are unsecured.


12


4.
Long-term notes payable – continued





The
bridge loan from Northamerican Energy Group, Inc. is secured by 1,753,333 shares
of Labwire, Inc (LBWR) common stock which is held by a mutually agreed upon
third party.  Principal payments made on the loan will reduce the
required collateralized stock in the amount of $.15 per
share.  Seizure of the collateral by Northamerican Energy Group, Inc.
will constitute payment in full of the entire principal amount of the
note.





Accrued
interest on the Northamerican Energy Group, Inc. note has been paid through
March 31, 2009.





Maturities
of notes payable and long-term debt for each of the years succeeding December
31, 2008 are as follows:





Year
      ending December 31,2009
                  
                  $
                  501,1362010
                  
                  
                  241,1362011
                  
                  
                  42,890$
                  785,162





As of
April 1, 2009, the Northamerican Energy Group, Inc. note remained outstanding
and the lender exercised its right to seize the collateralized stock, thereby
satisfying the loan in full.





Maturities
of notes payable and long-term debt for each of the years succeeding December
31, 2008 based upon retirement of the Northamerican Energy Group, Inc. loan are
as follows:





Year
      ending December 31,2009
                  
                  $
                  241,1362010
                  
                  
                  241,1362011
                  
                  
                  42,890$
                  525,162





5.   Stockholders’
Equity





The
Company is authorized to issue 200,000,000 shares of common stock with a par
value of $.001 per share.  The Company had 142,699,000 and 140,399,000
shares issued and outstanding at December 31, 2008 and December 31, 2007,
respectively.





In the
year ended December 31, 2008, the Company sold 100,000 shares in private
placements to accredited investors for $15,000 in cash.





In June
2008, the Company issued 2,200,000 shares in retirement of the following related
party debt:





J
      Maring Note  (1.71% APR)
                  
                  $
                  61,541D
      Morris Note   (1.71% APR)
                  
                  
                  50,889Workplace
      Health Note (4.5% APR)
                  
                  
                  68,721Total
                  
                  $
                  181,151





6.
Income Taxes




The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.





SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.


13


6.
Income Taxes – Continued





The
Company has a timing difference between book and tax income since the Company
has goodwill on the books from the purchase of Occupational Testing Inc. in the
amount of $455,210 and goodwill written off the books for financial purposes
from the Labwire, Inc. purchase of $476,933 which creates a timing difference
for tax purposes.  The temporary and permanent timing differences
between tax and financial reporting is as follows:





The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:





Three
      Months Ended
                  
                  
                  Year
      EndedMarch
      31, 2009
                  
                  
                  December
      31, 2008Income
      tax expense at statutory rates
                  
                  $
                  13,381
                  
                  
                  $
                  (69,288
                  )Valuation
      Allowance
                  
                  
                  -
                  
                  
                  
                  69,288Income
      tax expense per books
                  
                  $
                  13,381
                  
                  
                  $
                  -





Net
deferred tax assets consist of the following components as of:





Three
      Month Ended
                  
                  
                  Year
      EndedMarch
      31, 2009
                  
                  
                  December
      31, 2008NOL
      Carryover
                  
                  $
                  43,279
                  
                  
                  $
                  69,288Valuation
      Allowance
                  
                  
                  (43,279
                  )
                  
                  
                  (69,288
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





At March
31, 2009, the Company had total net operating losses carried forward of
approximately $325,891 that may be offset against future taxable income through
2027.  Due to the change in ownership provisions of the Tax Reform Act
of 1986, net operating loss carry forwards are subject to annual
limitations.   Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.  No tax
benefit has been reported in the March 31, 2009 financial statements since the
potential tax benefit is offset by a valuation allowance of the same
amount.





In July
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48 regarding “Accounting for Uncertainty in Income Taxes,” an interpretation
of FASB No. 109 (“FIN 48”), which defines the


threshold
for recognizing the benefits of tax-return positions in the financial statements
as “more-likely-than-not” to be sustained by the taxing authorities. The Company
has reviewed its tax positions for open tax years 2005 and later and the
adoption of FIN 48 on January 1, 2007 did not result in establishing a
contingent tax liability reserve nor a corresponding charge to retained
earnings. Also, no such uncertainties were identified during 2007. The Company
has substantial tax benefits derived from its operating loss carryforwards but
has provided 100% valuation allowances against them due to uncertainties
associated with the realization of those tax benefits.





The
recognition and measurement of certain tax benefits includes estimates and
judgment by management and inherently includes subjectivity. Changes in
estimates may create volatility in the Company’s effective tax rate in future
periods from obtaining new information about particular tax positions that may
cause management to change its estimates. If the Company would establish a
contingent tax liability reserve, interest and penalties related to uncertain
tax positions would be classified in general and administrative
expenses.





7.   Related
Party Transactions





As of
March 31, 2009, these loans and advances, which bear interest at 1.71% and are
unsecured, have been converted to 2,200,000 shares of common
stock.


14


8.  Acquisitions




On
October 31, 2007, the Company acquired Occupational Testing, Inc.  The
acquisition cost, funded from our existing cash balances and by the issuance of
a promissory note to the shareholder of Occupational Testing, Inc., are shown by
the following table which summarizes the purchase consideration and fair values
of the assets acquired at the date of acquisition:





Purchase Price
ConsiderationCash
      paid to the shareholder of Occupational Testing, Inc.
                
                $
                120,000Promissory
      Note to the shareholder of Occupational Testing, Inc.
                
                
                480,000Acquisition
      costs
                
                
                10,960Total
      consideration paid
                
                $
                610,960Net Assets AcquiredCash
      and cash equivalents
                
                $
                42,711Accounts
      receivable
                
                
                105,063Fixed
      assets
                
                
                13,410Other
      assets
                
                
                780Goodwill
                
                
                455,210Liabilities
      assumed
                
                
                (6,214)Total
      net assets
                
                $
                610,960





The
Company has included the results of operations for Occupational Testing, Inc. in
its financial statements since October 31, 2007.





9.  Restatement
of Financial Statements




The
accompanying financial statements for the year ended December 31, 2008 have
been restated to reflect the under accrual of collection expenses by
$33,787.




Year ended December 31,
2008
                
                Revised
                
                
                OriginalConsolidated
      Balance Sheet:Accounts
      payable and accrued expenses
                
                $
                350,475
                
                
                $
                316,688Total
      Liabilities
                
                $
                1,476,776
                
                
                $
                1,442,989Accumulated
      Deficit
                
                $
                (
      871,190)
                )
                
                $
                (837,403)
                )Total
      Shareholders’ Equity
                
                $
                (57,817)
                
                
                $
                (24,030)Consolidated
      Statement of Operations:Cost
      of Sales
                
                $
                2,300,261
                
                
                $
                2,266,474Net
      Profit
                
                $
                (228,393)
                )
                
                $
                (194,606)
                )





10.
Subsequent Events





The
bridge loan from Northamerican Energy Group, Inc. is secured by 1,753,333 shares
of Labwire, Inc. common stock which is held by a mutually agreed upon third
party.  Per the promissory note executed on February 4, 2009 and dated
January 1, 2009, seizure of the collateral by Northamerican Energy Group, Inc.
constitutes payment in full of the entire principle amount of the
note.





Accrued
interest on the Northamerican Energy Group, Inc. note has been paid through
March 31, 2009.





As of
April 1, 2009 the Northamerican Energy Group, Inc. note remained outstanding and
the lender exercised its right to seize the collateralized stock, thereby
satisfying the $263,000 outstanding balance of the loan in
full.


15


10.
Subsequent Events - continued





As a
result of the retirement of the Northamerican Energy Group, Inc. note on April
1, 2009. Maturities of notes payable and long-term debt for each of the years
succeeding December 31, 2008 are as follows:





Year
      ending December 31,2009
                      
                      $
                      241,1362010
                      
                      
                      241,1362011
                      
                      
                      42,890$
                      525,162





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-K for the year ended December
31, 2008. Certain statements in the following MD&A are forward looking
statements. Words such as "expects", "anticipates", "estimates" and similar
expressions are intended to identify forward looking statements. Such statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected.





MATERIAL
CHANGES IN FINANCIAL CONDITION





As of
March 31, 2009, our cash and cash equivalents were $64,007, compared to $186,144
at December 31, 2008. This decrease was due to the timing of our collections, as
revenue from several accounts was collected in the last quarter of 2008 rather
than the first quarter of 2009.





At
December 31, 2008, our accounts receivable were $480,295. At March 31, 2009,
these accounts were $754,191.  Our accounts receivable increased
substantially due to additional accounts coming online. This increase was
expected as we believed that our new accounts (and one returning customer) would
begin to produce revenue for us at the beginning of this year.





Our
working capital deficit at March 31, 2009 was $512,059 compared to $202,976 at
March 31, 2008. The Company believes that the current cash flow and planned
increase in operations are adequate to satisfy the working capital deficit.





For the
three months ended March 31, 2009, cash used in operating activities was $9,063,
compared to cash used by operating activities of $79,906 for the three months
ended March 31, 2008. This substantial change in cash flow used in operating
activities was mainly due to net income increasing $20,331, and an increase of
$37,684 in income taxes payable.





RESULTS
OF OPERATIONS





Our
revenues in the quarter ended March 31, 2009 ($1,223,003) increased over 41%
from the quarter ended March 31, 2008 ($864,997). This increase in revenue was
due to several new accounts that the Company obtained last year. As expected,
the revenues from these accounts began to show up in the first
quarter.





Our
margins on these revenues declined somewhat year-over-year, however. At March
31, 2008, our operating margin (gross profit divided by revenues) was 46.5%. At
March 31, 2009, our margin had decreased to 42.6%. The reason for this decrease
was greater volume in our security business (K-9), which only has a 5%
margin.





Our
operating expenses increased over 15% from March 31, 2008 to March 31, 2009. The
main contributor to this increase was general and administrative expenses, which
increased from $163,827 at March 31, 2008 to $239,480 at March 31, 2009. Our bad
debt expense also increased substantially from $520 at March 31, 2009 to $17,514
at March 31, 2009. This increase in bad debt expense is due to several accounts
that pay slow; in accordance with the Company’s accounting policies, accounts
receivable more than 90 days old are fully reserved as bad debt
expense.





Despite
the overall increase in expenses, the Company was still able to post an
operating profit of $53,471 this quarter, as opposed to a loss of $5,695 in the
quarter ended March 31, 2008.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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


16


ITEM
4T. CONTROLS AND PROCEDURES





Evaluation of disclosure controls
and procedures. We carried out an evaluation, under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were
effective ensuring that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been
detected.





Changes in internal
controls. There
have not been any changes in our internal control over financial reporting that
occurred during the last quarter ended March 31, 2009 that has materially affect
or is reasonably likely to materially affect internal control over financial
reporting.








PART
II





ITEM
1. LEGAL PROCEEDINGS





None.





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





On
February 4, 2009, the Company issued 1,753,333 shares of its common stock as
collateral for a promissory note in the principal amount of $263,000. This
issuance was made in reliance upon the exemption provided by Section 4(2) of the
Securities Act.








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





3.1*
              Articles
      of Incorporation of Labwire, Inc. (as amended September 19,
      2008)3.2*
              Nevada Secretary of State Certificate3.3*
              By-Laws of Labwire, Inc.10.1*
              Agreement and Promissory Note for Purchase of Occupational Testing,
      Inc.10.2*
              Alliance Agreement with USIS Commercial Services, Inc.10.3*
              Master Service Agreement with Laboratory Corporation of America
      Holdings10.5*
              Agreement with Connex North America, Inc. (now Veolia) for
      services10.6*
              Agreement with ARAMARK Management Services for services10.7*
              Agreement with Greyhound Lines, Inc. for Services10.8*
              Agreement with Boeing for Services10.9*
              Lease  Agreement
      with FM358 LTD for office space in Brookshire, Texas10.10*
              Lease Agreement
      with Michael and Christina Geis for office space in
  Wyoming10.13**
              Services Agreement with Evergreen International Aviation,
    Inc.10.14*
              Agreement with American K-9 Bomb Search, Inc.10.15*
              Purchase
      Order From Lockheed for Services10.16*
              Agreement
      with Shell Chemical for Services10.17*
              US
      Patent and Trademark Office Notice on
      Trademark Registration10.18*
              Loan
      Agreement with Frost Bank for $300,000 due February 13,
    2010


17





10.19*
              Loan
      Agreement with Frost Bank for $241,932 due March 4,
201110.20*
              Security
      Agreement for Frost Bank $300,000 Loan10.21*
              Security
      Agreement for Frost Bank $241,932 Loan14.1*
              Code
      of Ethics21.1*
              Subsidiaries
      of Registrant31.1
              Certification
      of Chief Executive Officer Pursuant to Rule 15d-14(a) of
      the Exchange Act31.2
              Certification
      of Chief Financial Officer Pursuant to Rule 15d-14(a) of the Exchange
      Act32.1
              Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and 18 U.S.C. Section 1350.32.2
              Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and 18 U.S.C. Section
1350.





*
Incorporated by reference from our Form 10-12G/A filed on December 23,
2008.


**
Incorporated by reference from our Form 8-K filed on February 26,
2009.





SIGNATURES





Pursuant
to the requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, the undersigned has duly caused this Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Brookshire, Texas,
on August 12, 2009.





LABWIRE,
      INC.By:
       /s/  G. Dexter MorrisG. Dexter MorrisChief
       Executive  Officer,  Chief Financial Officer, and
      Director




18