UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
  FORM
        10-QSB
 (Mark One)
 
 [X]
            QUARTERLY REPORT
                UNDER
                SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934  For
        the quarterly period ended June 30, 2007
  [  ]
            TRANSITION REPORT
                UNDER
                SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For
        the transition period from ________________ to
        _______________
  000-51046
 (Commission
        file number)
  **TRITON
        DISTRIBUTION SYSTEMS, INC.**
 (Exact
        name of small business issuer as specified in its charter)
  **Colorado**
              **84-1039067**(State
                  or Other Jurisdiction
              (IRS
                  Employerof
                  Incorporation or Organization)
              Identification
                  No.)
  One
        Harbor Drive, Suite 300 Sausalito, California
        94965
 (Address
        of Principal Executive Offices)
  (415)
        339-4600
 (Issuer's
        Telephone Number, Including Area Code)
  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 [X] No [  ]
 
 Indicate by check mark whether
        the
        registrant is a shell company (as defined in Rule 12b-2 of the Exchange
        Act). Yes [  ] No [X]
  State the number of shares
        outstanding of each of the issuer's classes of common equity, as of the latest
        practicable date: As of July 27, 2007, there were 46,195,308 shares of common
        stock outstanding.
  Transitional Small Business
        Disclosure Format (check one): Yes [  ] No [X]
 
 
  TRITON
        DISTRIBUTION SYSTEMS, INC.
 Index
  Page
                NumberPART
                  I.
              FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  StatementsConsolidated Balance
                  Sheets
                  as of June 30, 2007 (unaudited) and December 31, 2006
                  (audited)
              2Consolidated Statements
                  of
                  Operations for the three and sixmonths ended June
                  30, 2007
                  (unaudited) , and 2006 (unaudited) and from inception (January
                  10, 2006)
                  to June 30, 2007 (unaudited)
              3Consolidated Statement
                  of
                  Stockholders Equity from inception(January 10, 2006)
                  to June
                  30, 2007  (unaudited)
              4Consolidated Statements
                  of
                  Cash Flows for the six months ended June 30, 2007 (unaudited),
                  and 2006
                  (unaudited) and the period from inception(January 10, 2006) to
                  June 30,
                  2007 (unaudited).
              5Notes to Consolidated
                  Financial Statements (unaudited)
              6Item
                  2.
              Management's Discussion
                  and
                  Analysis or Plan of Operations
              21Item
                  3.
              Controls and
                  Procedures
              27PART
                  II.
              OTHER
                  INFORMATION
              27Item
                  1.
              Legal
                  Proceedings
              27Item
                  2.
              Unregistered Sales
                  of Equity
                  Securities and Use of Proceeds
              27Item
                  3.
              Defaults Upon Senior
                  Securities
              28Item
                  4.
              Submission of Matters
                  to a
                  Vote of Security Holders
              28Item
                  5.
              Other
                  Information
              28Item
                  6.
              Exhibits
              28SIGNATURES
              
              29






1




PART
      I – FINANCIAL INFORMATION




ITEM 1. 
FINANCIAL  STATEMENTS





Triton
      Distribution Systems, Inc.


(a
      Development Stage Company)


**Consolidated
      Balance Sheets**




**June
                  30, 2007**
              
              **December
                  31, 2006**(unaudited)**ASSETS**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              709,483
              
              $
              1,944,287Other
                  current assets
              
              
              88,748
              
              
              121,944Prepaid
                  consulting
              
              
              2,046,547
              
              
              723,600TOTAL
                  CURRENT ASSETS
              
              
              2,844,778
              
              
              2,789,831FURNITURE
                  AND EQUIPMENT, net
              
              
              283,565
              
              
              350,509WEBSITE
                  DEVELOPMENT COSTS, net
              
              
              10,671
              
              
              13,954INTELLECTUAL
                  PROPERTY, net
              
              
              202,746
              
              
              214,672TOTAL
                  ASSETS
              
              $
              3,341,760
              
              $
              3,368,966**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**CURRENT
                  LIABILITIESDeferred
                  Income
              
              $
              834
              
              $
              -Accounts
                  payable
              
              
              195,356
              
              
              242,579Accrued
                  expenses
              
              
              41,988
              
              
              4,514Accrued
                  payroll
              
              
              41,864
              
              
              19,269Accrued
                  lease liability
              
              
              15,421
              
              
              10,981Convertible
                  note payable, net of discount
              
              
              -TOTAL
                  CURRENT LIABILITIES
              
              
              295,463
              
              
              277,343COMMITMENTS
                  AND CONTINGENCIESMINORITY
                  INTEREST
              
              
              2,285
              
              
              -STOCKHOLDERS'
                  EQUITYPreferred
                  stock; no par value; 2,000,000 sharesauthorized;
                  0 shares issued and outstandingCommon
                  stock; no par value; 100,000,000 sharesauthorized;
                  46,174,213 shares issued and outstanding
              
              
              11,823,679
              
              
              9,503,723Additional
                  paid-in capital
              
              
              4,014,143
              
              
              139,979Deficit
                  accumulated during the development stage
              
              
              (12,774,644
              )
              
              (6,552,079
              )Accumulated balance of other comprehensive income
              
              
              (19,166
              )
              
              -TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              3,044,012
              
              
              3,091,623TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              3,341,760
              
              $
              3,368,966





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


2




Triton
      Distribution Systems, Inc.


(a
      Development Stage Company)


Consolidated
      Statements of Operations




**Inception****3
                  Months Ended**
              
              **3
                  Months Ended**
              
              **6
                  Months Ended**
              
              **6
                  Months Ended**
              
              **(January
                  10, 2006) to****June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **2007**(unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)NET
                  SALES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -COST
                  OF SALES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -GROSS
                  PROFIT
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -OPERATING
                  EXPENSES:Payroll
                  and related benefits
              
              
              2,125,004
              
              
              521,251
              
              
              3,968,847
              
              
              957,393
              
              
              6,813,813Professional
                  fees
              
              
              580,653
              
              
              119,514
              
              
              1,307,439
              
              
              299,954
              
              
              2,982,074Marketing
                  and advertising
              
              
              75,582
              
              
              39,088
              
              
              184,125
              
              
              102,512
              
              
              486,349Other
                  general and administrative expenses
              
              
              405,527
              
              
              304,571
              
              
              732,420
              
              
              563,407
              
              
              2,474,220TOTAL
                  OPERATING EXPENSES
              
              
              3,186,766
              
              
              984,424
              
              
              6,192,831
              
              
              1,923,266
              
              
              12,756,456LOSS
                  FROM OPERATIONS
              
              
              (3,186,766
              )
              
              (984,424
              )
              
              (6,192,831
              )
              
              (1,923,266
              )
              
              (12,756,456
              )OTHER
                  INCOME (EXPENSE)Interest
                  income
              
              
              3,495
              
              
              -
              
              
              20,493
              
              
              -
              
              
              62,955Interest
                  expense - related party
              
              
              (27,569
              )
              
              (21,796
              )
              
              (27,569
              )
              
              (28,635
              )
              
              (58,485
              )Loss
                  on disposal of assets
              
              
              -
              
              
              -
              
              
              (30,373
              )
              
              -
              
              
              (30,373
              )TOTAL
                  OTHER INCOME (EXPENSE)
              
              
              (24,074
              )
              
              (21,796
              )
              
              (37,449
              )
              
              (28,635
              )
              
              (25,903
              )LOSS
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              (3,210,840
              )
              
              (1,006,220
              )
              
              (6,230,280
              )
              
              (1,951,901
              )
              
              (12,782,359
              )PROVISION
                  FOR INCOME TAXESMINORITY
                  INTEREST IN LOSS
              
              
              1,930
              
              
              -
              
              
              7,715
              
              
              -
              
              
              7,715NET
                  LOSS
              
              
              (3,208,910
              )
              
              (1,006,220
              )
              
              (6,222,565
              )
              
              (1,951,901
              )
              
              (12,774,644
              )OTHER
                  COMPREHENSIVE INCOMEForeign
                  currency translation adjustment
              
              
              (2,381
              )
              
              -
              
              
              (19,166
              )
              
              -
              
              
              (19,166
              )COMPREHENSIVE
                  LOSS
              
              $
              (3,211,291
              )
              $
              (1,006,220
              )
              $
              (6,241,731
              )
              $
              (1,951,901
              )
              $
              (12,793,810
              )NET
                  LOSS PER SHARE:BASIC
                  AND DILUTED
              
              $
              (0.07
              )
              $
              (0.03
              )
              $
              (0.14
              )
              $
              (0.05
              )
              $
              (0.31
              )WEIGHTED
                  AVERAGE SHARES OUTSTANDING:BASIC
                  AND DILUTED
              
              
              45,486,587
              
              
              35,821,198
              
              
              45,252,312
              
              
              35,821,198
              
              
              41,463,162




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


3





Triton
      Distribution Systems, Inc.


(a
      Development Stage Company)


Consolidated
      Statements of Stockholders’ Equity


For
      the Period from Inception (January 10, 2006) to June 30,
      2007




****
                ****
                ****
                ****
                ****
                ****
                **Deficit**
                ****
                ****
                ****
                ****
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **Accumulated**
                ****
                ****
                ****
                ****
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **During
                    the**
                ****
                **Accumulated**
                ****
                ****
                ********
                ****
                ****
                ****
                ****
                ****
                **Additional**
                ****
                **Development**
                ****
                **Other**
                ****
                **Total**
                ********
                ****
                **Common
                    Stock**
                ****
                **Paid-in**
                ****
                **Stage**
                ****
                **Comprehensive**
                ****
                **Stockholder's**
                ********
                ****
                **Shares**
                ****
                **Par
                    Value**
                ****
                **Capital**
                ****
                **Restated**
                ****
                **Income**
                ****
                **Equity**Balance
                    at inception (January 10, 2006)
                
                
                
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Issuance
                    of common stock for cash and contribution of intellectual property in
                    January 2006
                
                
                35,821,198
                
                
                338,625
                
                
                
                
                
                
                
                
                
                
                
                338,625Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (1,951,901
                )
                
                
                
                
                (1,951,901
                )Balance
                    at June, 2006
                
                
                35,821,198
                
                
                338,625
                
                
                -
                
                
                (1,951,901
                )
                
                -
                
                
                (1,613,276
                )Issuance
                    of common stock in private placement for cash, net of $822,902
                    in
                    commissions and expenses
                
                
                7,148,710
                
                
                4,924,598
                
                
                
                
                
                
                
                
                
                
                
                4,924,598Issuance
                    of common stock to placement agent for fees
                
                
                598,029Cancellation
                    of investor shares in July 2006
                
                
                (6,218,958
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Issuance
                    of common stock in connection with transaction with Petramerica
                    Oil, Inc.
                    in July 2006
                
                
                2,087,910
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Repurchase
                    of shares from Petramerica Oil, Inc. stockholders in July
                    2006
                
                
                (400,000
                )
                
                (400,000
                )
                
                
                
                
                
                
                
                
                
                
                (400,000
                )Issuance
                    of shares to investor relation firms for services in July
                    2006
                
                
                2,238,824
                
                
                1,800,000
                
                
                
                
                
                
                
                
                
                
                
                1,800,000Issuance
                    of common stock in private placement for cash, net of $149,500
                    in
                    commissions in September 2006
                
                
                3,737,500
                
                
                2,840,500
                
                
                
                
                
                
                
                
                
                
                
                2,840,500Fair
                    value of employee stock options
                
                
                
                
                
                
                
                
                139,979
                
                
                
                
                
                
                
                
                139,979Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (4,600,178
                )
                
                
                
                
                (4,600,178
                )Balance
                    at December 31, 2006
                
                
                45,013,213
                
                
                9,503,723
                
                
                139,979
                
                
                (6,552,079
                )
                
                -
                
                
                3,091,623Issuance
                    of shares to investor relation firm for services in March
                    2007
                
                
                100,000
                
                
                171,156
                
                
                
                
                
                
                
                
                
                
                
                171,156Fair
                    value of employee stock options
                
                
                
                
                
                
                
                
                818,246
                
                
                
                
                
                
                
                
                818,246Foreign
                    currency translation gain (loss), three months ending March 31,
                    2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (16,785
                )
                
                (16,785
                )Net
                    loss three months ending March 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                (3,013,655
                )
                
                
                
                
                (3,013,655
                )Issuance
                    of shares to investor relation firms for services in May
                    2007
                
                
                500,000
                
                
                700,000
                
                
                
                
                
                
                
                
                
                
                
                700,000Issuance
                    of shares to investor relation firms for services in June
                    2007
                
                
                500,000
                
                
                1,400,000
                
                
                
                
                
                
                
                
                
                
                
                1,400,000Fair
                    value of warrants issued in connection with loan
                
                
                
                
                
                
                
                
                2,000,000
                
                
                
                
                
                
                
                
                2,000,000Fair
                    value of employee stock options
                
                
                
                
                
                
                
                
                1,055,918
                
                
                
                
                
                
                
                
                1,055,918Exercise
                    of Employee Stock Options
                
                
                61,000
                
                
                48,800
                
                
                
                
                
                
                
                
                
                
                
                48,800Foreign
                    currency translation gain (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,381
                )
                
                (2,381
                )Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (3,208,910
                )
                
                
                
                
                (3,208,910
                )Balance,
                    June 30, 2007
                
                
                46,174,213
                
                $
                11,823,679
                
                $
                4,014,143
                
                $
                (12,774,644
                )
                $
                (19,166
                )
                $
                3,044,012




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


4





Triton
      Distribution Systems, Inc.


(a
      Development Stage Company)


Consolidated
      Statements of Cash Flows




**For
                  the Six**
              
              **For
                  the Six**
              
              **Inception****Months
                  Ended**
              
              **Months
                  Ended**
              
              **(January
                  10, 2006) to****June
                  30, 2007**
              
              **June
                  30, 2006**
              
              **June
                  30, 2007**CASH
                  FLOWS FROM OPERATING ACTIVITIES:
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)Net
                  loss
              
              $
              (6,222,565
              )
              $
              (1,951,901
              )
              $
              (12,774,644
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:
              
              
              -
              
              
              -
              
              
              -Minority
                  interest
              
              
              2,285
              
              
              -
              
              
              2,285Depreciation
                  and amortization expense
              
              
              88,616
              
              
              20,749
              
              
              161,634Amortization
                  of prepaid consulting
              
              
              948,209
              
              
              -
              
              
              2,024,609Loss
                  on disposal of assets
              
              
              30,372
              
              
              -
              
              
              30,372Fair
                  value of employee stock options
              
              
              1,874,166
              
              
              -
              
              
              2,014,145Changes
                  in assets and liabilitiesPrepaid
                  insurance
              
              
              30,901
              
              
              -
              
              
              (33,205
              )Other
                  current assets
              
              
              2,296
              
              
              (187,482
              )
              
              (55,542
              )Deferred
                  income
              
              
              835
              
              
              -
              
              
              835Accounts
                  payable
              
              
              (47,223
              )
              
              184,591
              
              
              195,356Accounts
                  payable - related party
              
              
              28,352
              
              
              -
              
              
              -Accrued
                  expenses
              
              
              26,649
              
              
              134,946
              
              
              78,784Accrued
                  interest - related party
              
              
              5,069
              
              
              -
              
              
              5,069Lease
                  Liability
              
              
              4,437
              
              
              -
              
              
              15,420Net
                  cash used in operating activities
              
              
              (3,227,601
              )
              
              (1,799,097
              )
              
              (8,334,882
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of furniture and equipment
              
              
              (36,837
              )
              
              (175,482
              )
              
              (430,767
              )Payment
                  for web development costs
              
              
              -
              
              
              (19,700
              )
              
              (19,700
              )Net
                  cash used in investing activities
              
              
              (36,837
              )
              
              (195,182
              )
              
              (450,467
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from the issuance of common stock
              
              
              48,800
              
              
              108,081
              
              
              8,886,400Payment
                  of offering costs
              
              
              -
              
              
              -
              
              
              (972,402
              )Repurchase
                  of shares of common stock
              
              
              -
              
              
              -
              
              
              (400,000
              )Proceeds
                  from issuance of notes payable
              
              
              2,000,000
              
              
              -
              
              
              2,000,000Proceeds
                  from note payable - related party
              
              
              -
              
              
              1,981,867
              
              
              1,981,867Repayment
                  on notes payable - related party
              
              
              -
              
              
              -
              
              
              (1,981,867
              )Net
                  cash provided by financing activities
              
              
              2,048,800
              
              
              2,089,948
              
              
              9,513,998EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (19,166
              )
              
              -
              
              
              (19,166
              )NET
                  DECREASE IN CASH AND CASH EQUIVALENTS
              
              
              (1,234,804
              )
              
              95,669
              
              
              709,483CASH
                  AND CASH EQUIVALENTS, Beginning of period
              
              
              1,944,287
              
              
              -
              
              
              -CASH
                  AND CASH EQUIVALENTS, End of period
              
              $
              709,483
              
              $
              95,669
              
              $
              709,483SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION:Interest
                  paid
              
              $
              27,500
              
              $
              28,635
              
              $
              51,135Income
                  taxes paid
              
              $
              800
              
              $
              -
              
              $
              800SUPPLEMENTAL
                  NON-CASH INVESTING AND FINANCING ACTIVITIESContribution
                  of intellectual property for common stock
              
              $
              -
              
              $
              -
              
              $
              238,525Issuance
                  of stock for consulting services
              
              $
              2,271,156
              
              $
              -
              
              $
              1,171,156




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


5


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





**Note
      1 - Basis of presentation, organization and significant accounting
      policies**





Basis
      of presentation





The
      unaudited consolidated financial statements have been prepared by Triton
      Distribution Systems, Inc. (the “Company”), pursuant to the rules and
      regulations of the Securities and Exchange Commission. The information furnished
      herein reflects all adjustments (consisting of normal recurring accruals and
      adjustments) which are, in the opinion of management, necessary to fairly
      present the operating results for the respective periods. Certain information
      and footnote disclosures normally present in annual consolidated financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States of America have been omitted pursuant to such rules and
      regulations. These consolidated financial statements should be read in
      conjunction with the audited financial statements and footnotes for the period
      ended December 31, 2006 included in the Company's Annual Report on 10KSB filed
      with the Securities and Exchange Commission on April 2, 2007. The results for
      the period ending June 30, 2007 are not necessarily indicative of the results
      to
      be expected for the full year ending December 31, 2007.





Organization
      and line of business





Triton
      Distribution Systems, Inc. (“TDS”) was incorporated in the State of Nevada on
      January 10, 2006. On July 10, 2006, TDS entered into an exchange agreement
      with
      Petramerica Oil, Inc. (“Petra”), a publicly traded company. Petra was
      incorporated in the State of Colorado on September 22, 1986. It was formed
      to
      pursue oil and gas activities in the Rocky Mountain region, but has been
      primarily involved in raising capital and did not conduct any significant
      operations since inception. Pursuant to the exchange agreement, Petra acquired
      29,547,500 shares of TDS’ common stock (which includes the 28,800,000 shares
      issued to the founding stockholders/investors plus 5,747,400 shares sold in
      private placement less 5,000,000 investors shares that were canceled), which
      represented all of the issued and outstanding shares of common stock of TDS,
      in
      exchange for 36,750,950 shares of Petra’s common stock.





Concurrently
      with the closing of the exchange agreement TDS also purchased and retired
      400,000 shares of Petra common stock for $400,000. Upon completion of the
      foregoing transactions, Petra had an aggregate of 38,438,860 shares of common
      stock issued and outstanding.





As
      a
      result of the merger, TDS’s stockholders own approximately 95.6% of the combined
      company and the directors and executive officers of TDS became the directors
      and
      executive officers of Petra. Accordingly, the transaction has been accounted
      for
      as a reverse acquisition of Petra by TDS resulting in a recapitalization of
      TDS
      rather than as a business combination. TDS is deemed to be the purchaser and
      surviving company for accounting purposes. Accordingly, its assets and
      liabilities are included in the consolidated balance sheet at their historical
      book values. The consolidated statement of stockholders’ equity has been
      restated as of the above transaction took place on the first day for which
      the
      consolidated statement of stockholders’ equity is presented. The historical cost
      of the net assets of Petra that were acquired was $0. Pro forma information
      is
      not presented as the financial statements of Petra are insignificant. In
      addition, on August 17, 2006, Petra changed it name to Triton Distribution
      Systems, Inc. (hereafter referred to as the “Company”).







The
      Company had adopted a December 31 st year
      end. The Company is an emerging, next generation Web-based travel services
      distribution company. Its core business is the electronic distribution of travel
      inventory from airlines, car rental companies, hotels, tour and cruise
      operators, and other travel sellers to travel agencies and their clients on
      a
      global basis. The Company is currently a development stage company under the
      provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 as
      it
      has not generated revenues for the period from January 10, 2006 (inception)
      to
      June 30, 2007 and has incurred a loss of $12,793,810 since
      inception.





The
      Company  opened
      an
      office in the Philippines in August of 2006 and in China in September of 2006.
      These offices received their initial business licenses from the respective
      governments of the Philippines and China and we began the process of forming
      legal entities. These offices were specifically formed for the Company to expand
      its same business into the Philippines and China.


6


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





The
      subsidiary in China, Triton Distribution Systems (Beijing) (“Triton Beijing”)
      was formed November
      of 2006 as
      a
      Wholly Foreign Owned Enterprise under the laws and regulations of the government
      of the People’s Republic of China. The Company is required to make a total
      investment in Triton Beijing of $250,000 U.S. Dollars (USD). The registered
      capital of Triton Beijing shall be $175,000 USD of which 15% of this amount
      was
      required to be contributed within 90 days of formation. The Company has complied
      with this requirement by making the initial funding in January of 2007. The
      remaining amount must be contributed within 2 years of the issuance of the
      business license. Triton Beijing’s business license which was issued on November
      21, 2006 has a term of 20 years that is renewable upon appropriate approval.





The
      subsidiary in the Philippines, Triton Distribution Systems Philippines Inc.
      (“Triton Philippines”), was formed in June of 2006 as a Philippine corporation
      (60% Filipino owned, 40% foreign owned) under the laws of the Securities and
      Exchange Commission of the Republic of the Philippines. Triton Philippines
      had
      an authorized capital stock of Two Million pesos (US$40,000) divided into 20,000
      shares with a par value of 100 pesos per share. The original ownership group
      of
      five individuals was issued 5,000 shares in the aggregate and included the
      President of the Company as a 20% owner. Thus, there remained unissued and
      unsubscribed shares of 15,000 in the amount of 1.5 million pesos (US$30,000)
      available for subscription by foreign subscribers which was subsequently
      subscribed to in January of 2007 and fully paid by inward remittances that
      had
      occurred subsequent to June 2006 by the Company. To complete the process of
      establishing TDS as the majority foreign equity holder in Triton Philippines,
      the authorized capital stock of Triton Philippines was increased from Two
      Million Pesos (US$40,000) to Thirty Million Pesos (U$600,000) as of August
      23,
      2006. Under Philippine law, inward remittances by TDS towards the operations
      of
      its subsidiary, Triton Philippines, may be treated as an increase in authorized
      capital stock. Under this increase, the minority stockholders waived their
      rights  to
      subscribe to their proportionate share in the issuance of 280,000 shares of
      stock with total par value of Twenty Eight Million Pesos (US$560,000). This
      resulted in the Company owning approximately 98% of Triton Philippines and
      this
      transaction was completed in February 2007. The President of the Triton
      Philippines still currently owns 0.33% of Triton Philippines.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of Triton
      Distribution Systems, Inc. (formerly Petramerica Oil, Inc.), a Colorado
      corporation and its wholly owned subsidiary, Triton Distribution Systems, Inc.,
      a Nevada corporation. In addition, the accounts of wholly owned Triton
      Distribution Systems (Beijing) and 98% owned Triton Distribution Systems, Inc.,
      a Philippine corporation are included in the accompanying consolidated financial
      statements. All inter-company accounts and transactions have been eliminated
      in
      consolidation.





History





The
      technology and display screens for the Company’s online distribution system was
      developed by the Company’s CEO and other current management while they were
      affiliated with GRS Network, Inc. (“GRS”), a California corporation, which was
      founded in 1997. GRS created various products for travel agents to streamline
      their businesses, including accounting systems, electronic reporting systems,
      a
      web-based engine, cruise products, management reports and system reporting
      applications. GRS produced software programs and sold them to independent travel
      agents, and developed the software and website for an Internet-based system
      for
      distributing travel inventory from sellers to agents.





In
      1999,
      GRS launched its online travel distribution service, with the original notion
      of
      recruiting U.S. travel agents that were too small to afford the minimum
      guarantees required by the major Global Distribution Systems (“GDSs”). In
      hindsight, the timing of this launch and the financial instability of smaller
      travel agents proved to be inopportune. By the end of 1999, the airlines in
      the
      United States completely eliminated the payment of commissions to travel agents.
      We believe this high-impact decision, which was designed to reduce costs,
      actually caused many travel agencies to cease operations and also resulted
      in
      fewer bookings for U.S. airlines.




Two
      years
      later, the United States experienced the terrorism of 9/11; we believe this
      catastrophic event only served to accelerate the financial decline of several
      major U.S.-based airlines and thousands of domestic travel agencies. Within
      this
      environment, GRS was further developing its proprietary product suite and was
      attempting to sign up individual travel agents, one at a time. Ultimately,
      GRS
      determined that the cost of attracting and maintaining smaller travel agencies
      was greater than the revenue streams that could be generated from this target
      market. After five years of trying to engineer a profitable business model,
      and
      having incurred significant operating losses and unpaid debt obligations, GRS
      went out of business in September 2004.


7


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





When
      GRS
      ceased operations, a secured lender held a security interest in all of the
      assets of GRS including its operating business, personal property and software
      technologies. In December 2005, an investor group formed TDS Acquisition, LLC,
      a
      Nevada limited liability company (“TDS LLC”), and acquired the security position
      of the secured lender for an investment of $200,000 in cash plus additional
      costs associated with the foreclosure. TDS LLC foreclosed on the inactive assets
      of GRS in January 2006 and contributed them to the Company in exchange for
      shares.  These assets consisted of computers, servers, furniture and
      fixtures, as well as the technology (Intellectual property) to support the
      online distribution of travel services. TDS LLC did not transfer any of the
      customers of GRS. The Company intends to develop its own strategy and plans
      to
      pursue business, first in Asia, and then in other parts of the
      world.





The
      Company was established in January 2006. The Company commenced operations with
      an initial emphasis on Southeast Asia and intends to expand to other
      international locations, including South America and Europe. Unlike the travel
      industry in the United States, which is highly fragmented and decentralized,
      emerging countries in Asia have only one or two flagship airlines for
      international routes, the airlines are controlled by the government, their
      fleets have been modernized, the carriers are generally profitable, the travel
      agencies are clustered in large associations, and the government has
      considerable influence over decisions which affect bookings and the issuance
      of
      tickets to domestic and foreign travelers.





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 disclosures of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting periods. Actual results could differ from these
      estimates.





Comprehensive
      Income





SFAS
      No.
      130, Reporting Comprehensive Income, establishes standards for the reporting
      and
      display of comprehensive income, its components and accumulated balances in
      a
      full set of general purpose financial statements. SFAS No. 130 defines
      comprehensive income to include all changes in equity except those resulting
      from investments by owners and distributions to owners. Among other disclosures,
      SFAS No. 130 requires that all items that are required to be recognized under
      current accounting standards as components of comprehensive income be reported
      in financial statement that is presented with the same prominence as other
      financial statements. The Company's only current component of comprehensive
      income is the foreign currency translation adjustment.





Foreign
      currency translation





The
      Company’s reporting currency is US dollar (“USD”). The Company’s Chinese
      subsidiary’s financial records and books are maintained in its local currency,
      Renminbi (RMB), as their functional currency. The Company’s Philippines
      subsidiary’s financial records and books are maintained in its local currency,
      Peso (PESO), as their functional currency. Results of operations and cash flow
      are translated at average exchange rates during the period, and assets and
      liabilities are translated at the unified exchange rate at the end of the
      period. Since cash flows are translated at average translation rates for the
      period, therefore, amounts reported on the statement of cash flows will not
      necessarily agree with changes in the corresponding balances on the balance
      sheet. Translation adjustments resulting from this process are included in
      accumulated other comprehensive income in the statement of shareholders’
equity.





Translation
      adjustments resulting from this process are included in accumulated other
      comprehensive income (loss) in the consolidated statement of stockholders’
equity and amounted to $19,166 and $0 as of June 30, 2007 and December 31,
      2006,
      respectively. The balance sheet amounts with the exception of equity at June
      30,
      2007 were translated at 7.62 RMB to $1.00 USD for China subsidiary and 46.44
      PESO to $1.00 USD for Philippines subsidiary at June 30, 2007. The equity
      accounts were stated at their historical rate. The average translation rates
      applied to income statement accounts for the three months ended June 30, 2007
      were 7.68 RMB and 47.06 PESO for China and Philippines subsidiaries,
      respectively.


8


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





Transaction
      gains and losses that arise from exchange rate fluctuations on transactions
      denominated in a currency other than the functional currency are included in
      the
      results of operations as incurred. These amounts are immaterial to the
      consolidated financial statements.





Fair
      value of financial instruments





For
      certain of the Company's financial instruments, including cash and cash
      equivalents, accounts payable and accrued expenses, the carrying amounts
      approximate fair value due to their short maturities.





Cash
      and cash equivalents





For
      purposes of the statements of cash flows, the Company defines cash equivalents
      as all highly liquid debt instruments purchased with a maturity of three months
      or less.





Concentration
      of credit risk





Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash and cash equivalents. The Company places its cash
      with high quality financial institutions and at times may exceed the FDIC
      $100,000 insurance limit. The Company has limited experience as it is a
      development stage company but does not anticipate incurring any losses related
      to this credit risk. As of June 30, 2007 the Company had amounts in bank
      accounts in excess of FDIC insurance of $648,499. The deposits made in foreign
      banks are not insured. However, the Company has not experienced any losses
      in
      such accounts and believes it is not exposed to any risks on its cash in bank
      accounts.





Some
      of
      the company's operations are carried out in the People's Republic of China
      and
      the Philippines. Accordingly, the Company's business, financial condition and
      results of operations may be influenced by the political, economic and legal
      environments in the foreign countries, by the general state of the foreign
      countries economy. The Company's business may be influenced by changes in
      governmental policies with respect to laws and regulations, anti-inflationary
      measures, currency conversion and remittance abroad, and rates and methods
      of
      taxation, among other things.





Furniture
      and equipment





Furniture
      and equipment are stated at cost and are depreciated using the straight-line
      method over their estimated useful lives of 5-7 years. Expenditures for
      maintenance and repairs are charged to operations as incurred while renewals
      and
      betterments are capitalized. Gains and losses on disposals are included in
      the
      results of operations.





The
      estimated service lives of furniture and equipment are as follows:





Computer
                equipment
            5
                yearsSoftware
            5
                yearsOffice
                equipment
            5
                yearsFurniture
                and fixtures
            7
                yearsTenant
                improvements
            7
                years





Revenue
      recognition





The
      Company applies the guidance within SEC Staff Accounting Bulletin No. 104,
“Revenue Recognition in Financial Statements” (“SAB 104”) to determine when to
      properly recognize revenue. SAB 104 states that revenue generally is realized
      or
      realizable and earned when persuasive evidence of an arrangement exists,
      services have been rendered, the seller's price to the buyer is fixed or
      determinable and collectibility is reasonably assured.


9


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





The
      Company provides electronic travel distribution services through its travel
      distribution system. These services are provided for airlines, car rental
      companies, hotels, tour and cruise operators, and other travel sellers to travel
      agencies and their clients. The Company charges a fee for reservations booked
      through its distribution system. Revenue is recognized at the time the
      transactions are processed. However, if a transaction is subsequently canceled,
      the transaction fee or fees must be credited or refunded. Therefore, revenue
      is
      recorded net of an estimated amount reserved to account for cancellations which
      may occur in a future month. This reserve is calculated based on industry
      historical cancellation rates and will be based on the Company's own
      cancellation rates once a sufficient history of cancellations is established.
      In
      estimating the amount of future cancellations that will require a transaction
      fee to be refunded, the Company assumes that a significant percentage of
      cancellations are followed by an immediate re-booking of the transaction,
      without a net loss of revenue.




Website
      development costs





Website
      development costs are for the development of the Company's Internet website.
      These costs have been capitalized when put into service, and are being amortized
      over three years. The Company accounts for these costs in accordance with
      Emerging Issues Task Force (“EITF”) 00-2, "Accounting for Website Development
      Costs," which specifies the appropriate accounting for costs incurred in
      connection with the development and maintenance of websites. Amortization
      expense was $1,642
      and $1,642, for the three months ended June 30, 2007 and June 30, 2006; $3,283
      and $2,462 for the six months ended June 30, 2007 and June 30,2006; and $9,029 for
      the
      period from inception (January 10, 2006) to June 30, 2007,
      respectively.





Intellectual
      property





Intellectual
      property consists of a suite of “Expert” products for travel agents including
      ReservationExpertTM, CruiseExpertTM and TourExpertTM; “Link” products for agency
      customers including ResLinkTM, CruiseLinkTM and TourLinkTM; and “Back-Office”
agency products including IAR, TicketClientTM, ItinClientTM and AccountingClientTM.
      All of these products were purchased by certain investors for $238,525 and
      contributed to the Company in exchange for shares of the Company’s common stock.
      In accordance with SFAS
      No.
      142, “Goodwill and Other Intangible Assets,” the
      Company evaluates its intangible assets and other long-lived assets for
      impairment, at least on an annual basis and whenever events or changes in
      circumstances indicate that the carrying value may not be recoverable from
      its
      estimated future cash flows. Recoverability of intangible assets and other
      long-lived assets is measured by comparing their net book value to the related
      projected undiscounted cash flows from these assets, considering a number of
      factors including past operating results, budgets, economic projections, market
      trends and product development cycles. If the net book value of the asset
      exceeds the related undiscounted cash flows, the asset is considered impaired,
      and a second test is performed to measure the amount of impairment loss which
      is
      the difference between the net book value of the asset and its fair value.
      Fair
      value is determined by the present value of future cash flows using multiple
      scenarios that reflect the range of possible outcomes and a risk-free rate.
      Amortization is computed using the straight-line method over the estimated
      useful life of the intellectual property of ten years.





Amortization
      expense was $5,963 and $5,963, for the three months ended June 30, 2007 and
      June
      30, 2006; $11,926 and $11,926 for the six months ended June 30, 2007 and June
      30, 2006: and $35,779 for the period from inception (January 10, 2006) to June
      30, 2007, respectively. Amortization expense for the next 5 years is expected
      to
      be $ 71,556 per
      year.





Impairment
      of long-lived assets





SFAS
      No.
      144, “Accounting for the Impairment or Disposal of Long-Lived Assets”
requires that long-lived assets to be disposed of by sale,
      including those of discontinued operations, be measured at the lower
      of carrying amount or fair value less cost to
      sell, whether reported in continuing operations or in
      discontinued operations.   SFAS No. 144 broadens
      the reporting of discontinued operations to include all components of an
      entity with operations that can be distinguished from the rest of the entity
      and
      that will be eliminated from the ongoing operations of the entity in
      a disposal transaction.  SFAS No. 144 also establishes
      a "primary-asset" approach to determine the cash flow
      estimation period for a group of assets and liabilities that represents the
      unit of accounting for a long-lived asset to be held and used. The Company
      has no impairment issues to disclose.


10


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





Stock
      based compensation




The
      Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
      No. 123R”). SFAS No. 123R requires companies to measure and recognize
      the cost of employee services received in exchange for an award of equity
      instruments based on the grant-date fair value. As of June 30, 2007, the Company
      had 2,830,281  employee
      stock options outstanding and 3,489,472 warrants outstanding.





Reclassifications





Certain
      reclassifications have been made to the prior period information to conform
      with
      the current period presentation. These reclassifications have no effect on
      previously recognized net loss or cash flows.




Income
      taxes





The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes." Deferred taxes are provided on the liability method whereby
      deferred tax assets are recognized for deductible temporary differences, and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of assets
      and liabilities and their tax bases. Deferred tax assets are reduced by a
      valuation allowance when, in the opinion of management, it is more likely than
      not that some portion or all of the deferred tax assets will not be realized.
      Deferred tax assets and liabilities are adjusted for the effects of changes
      in
      tax laws and rates on the date of enactment.





Leases





The
      Company accounts for its leases under the provisions of SFAS No. 13, “
Accounting for Leases,” and subsequent amendments, which require that leases be
      evaluated and classified as operating or capital leases for financial reporting
      purposes. The Company’s office leases are accounted for as operating leases. The
      office leases contain certain rent escalation clauses over the life of the
      leases. The total amount of rental payments due over the lease term is being
      charged to rent expense on a straight-line method over the term of the lease.
      The difference between rent expense recorded and the amount paid is credited
      or
      charged to “accrued lease liability” on the accompanying consolidated balance
      sheet.





Loss
      per share





The
      Company reports loss per share in accordance with SFAS No. 128, "Earnings per
      Share." Basic loss per share is computed by dividing the net loss by the
      weighted average number of common shares available. Diluted loss per share
      is
      computed similar to basic loss per share except that the denominator is
      increased to include the number of additional common shares that would have
      been
      outstanding if the potential common shares had been issued and if the additional
      common shares were dilutive. There
      were 2,830,281
      employee stock options outstanding and 3,614,742 warrants outstanding at June
      30, 2007. The Company had a net loss in each period since inception. Therefore
      all outstanding employee stock options and warrants are anti-dilutive.




Recently
      issued accounting pronouncements





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


11


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





In
      March
      2006 FASB issued SFAS 156 `Accounting for Servicing of Financial Assets' this
      Statement amends FASB Statement No. 140, *Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:


1.
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial asset by entering
                  into
                  a servicing contract.2.
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if practicable.3.
              Permits
                  an entity to choose `Amortization method' or Fair value measurement
                  method' for each class of separately recognized servicing assets
                  and
                  servicing liabilities:4.
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                  recognized servicing rights, without calling into question the
                  treatment
                  of other available-for-sale securities under Statement 115, provided
                  that
                  the available-for-sale securities are identified in some manner
                  as
                  offsetting the entity's exposure to changes in fair value of servicing
                  assets or servicing liabilities that a servicer elects to subsequently
                  measure at fair value.5.
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the statement of financial
                  position
                  and additional disclosures for all separately recognized servicing
                  assets
                  and servicing
                  liabilities.




This
      Statement is effective as of the beginning of the Company's first fiscal year
      that begins after September 15, 2006. The adoption of SFAS No. 156 did not
      have
      a material effect on the financial position or results of operations of the
      Company.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements.” This statement clarifies the definition of fair value,
      establishes a framework for measuring fair value and expands the disclosures
      on
      fair value measurements. SFAS No. 157 is effective for fiscal years
      beginning after November 15, 2007. Management has not determined the
      effect, if any; the adoption of this statement will have on the financial
      statements.


12


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





**Note
      2 - Development stage company and going concern**





The
      Company is a developmental stage company formed on January 10, 2006. The Company
      is subject to risks and uncertainties, including new product development,
      actions of competitors, reliance on the knowledge and skills of its employees
      to
      be able to service customers, and availability of sufficient capital and a
      limited operating history. Accordingly, the Company presents its financial
      statements in accordance with the accounting principles generally accepted
      in
      the United States of America that apply in establishing new operating
      enterprises. As a development stage enterprise, the Company discloses the
      deficit accumulated during the development stage and the accumulated statement
      of operations and cash flows from inception of the development stage to the
      date
      on the current balance sheet. Contingencies exist with respect to this matter,
      the ultimate resolution of which cannot presently be determined.




The
      accompanying consolidated financial statements have been prepared in conformity
      with generally accepted accounting principles in the United States of America,
      which contemplates continuation of the Company as a going concern. However,
      the
      Company has not generated revenues, has incurred significant operating losses
      of
      $12,744,644 to date and has a negative cash flow from operations, which
      raises substantial doubt about its ability to continue as a going
      concern.





In
      view
      of these matters, realization of certain of the assets in the accompanying
      consolidated balance sheet is dependent upon continued operations of the
      Company, which in turn is dependent upon the Company's ability to meet its
      financial requirements, raise additional capital, and the success of its future
      operations.





Management
      has raised additional capital and has effectuated a business combination with
      a
      public company. Management believes that this plan provides an opportunity
      for
      the Company to continue as a going concern. However, there are no assurances
      that management will continue to be successful raising enough capital to execute
      the Company's business plan.





**Note
      3 - Furniture and equipment**





The
      cost
      of furniture and equipment consisted of the following:


June
                  30, 2007
              
              December
                  31, 2006Computer
                  equipment
              
              $
              101,674
              
              $
              96,063Software
              
              
              56,872
              
              
              53,753Office
                  equipment
              
              
              95,852
              
              
              81,667Furniture
                  and fixtures
              
              
              74,924
              
              
              74,134Tenant
                  improvements
              
              
              71,224
              
              
              88,313Total
              
              
              400,546
              
              
              393,930Less:
                  Accumulated depreciation
              
              
              (116,981
              )
              
              (43,421
              )Total
              
              $
              283,565
              
              $
              350,509




Depreciation
      expense was $54,156 and $5,286, for the three months ended June 30, 2007 and
      June 30, 2006; $83,907 and $6,360 for the six month ended June 30, 2007 and
      June
      30, 2006; and $127,328 for the period from inception (January 10, 2006) to
      June
      30, 2007, respectively.




**Note
      4 - Line of Credit**





In March 2007,
      The Company entered into a Line of Credit Loan Agreement with JMW Fund, LLC
      (“ *JMW* ”).





The
      Loan
      Agreement provides that Triton may borrow an amount up to a credit limit of
      $1.0
      million for a six month term. All
      sums
      advanced pursuant to this Loan Agreement shall bear interest from the date
      each
      advance is made until paid in full at the rate of 1% per month, simple interest
      on the first $500,000; and 1.5% per month, simple interest on the second
      $500,000. Triton may prepay the principal in entirety at any time without
      penalty. The Company paid a on-time commitment fee of $10,000 upon entereing
      the
      Loan Agreement which was amortized over the life of the loan. The
      funds
      from these advances were used by Triton for operating expenses. This agreement
      was replaced upon the signing of the new agreement on June 28,
      2007.


13


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





On
      June
      28, 2007, the Company issued a convertible senior note (“Convertible Note”) to
      JMW Fund LLC, San Gabriel Fund LLC, Underwood Family Partners, Ltd., and
      Battersea Capital, Inc (“Lenders”) for gross proceeds totaling $3,000,000
      (“Total Principal Amount”). This agreement replaced the March 28, 2007 agreement
      with JMW Fund LLC from which the Company borrowed $1.0 million in April 2007.
      That $1.0 million outstanding was rolled into this agreement. Of the Total
      Principal Amount, the Company was able to draw $1,000,000 by June 30, 2007,
      and
      another $1,000,000 may be drawn by July 30, 2007. The terms and conditions
      of
      the Convertible Note replaces the terms and conditions of a promissory note
      issued by the Company to the Lenders on March 28, 2007 for gross proceeds of
      $1,000,000. As of June 30, 2007, the Company had $2.0 million of loans
      outstanding.





Interest
      accrues at one percent (1%) per month and began to accrue on July 1, 2007.
      All
      outstanding principal and accrued and unpaid interest is due and payable on
      July
      1, 2008 (“Maturity Date”). If the Company should suffer an event of default
      under the Note, the interest shall be one and a half percent (1.5%) during
      the
      occurrence.





The
      Convertible Note is senior to any debt issued to the Company, including without
      limitation, loans from any bank or institutional debt. Lenders will file a
      UCC-1
      or other filing to secure their debt.





Pursuant
      to the terms of the Convertible Note, the Company is obligated to issue to
      the
      Lenders warrants exercisable for an aggregate of 2,000,000 shares of the
      Company’s common stock, no par value (“Common Stock”) (“Warrants”). The Warrants
      are to be exercisable at $3.00 per share and are to expire five years from
      the
      issue date of the Warrants. The Company agreed to register the shares underlying
      the Warrants no later than December 31, 2007. The Warrants shall also be subject
      to a cashless exercise provision. The Company recorded $2,000,000 as discount
      on
      loan to account for value of the warrants. The discount will be amortized over
      the life of the loan to interest expense beginning on July 1, 2007.





The
      Company agrees to increase the Company’s Board composition from two to five
      members as a condition precedent. Such directors may be removed upon repayment
      of the Note. The Company may prepay this note at any time. The outstanding
      principal balance of the Note can be converted into shares of the Common Stock
      (“Conversion Shares”) at any time thirty (30) days after the date of the Note at
      the Lenders’ sole discretion. The conversion price of the Conversion Shares is
      $3.00 per share (“Conversion Price”). The Company is obligated to file a
      registration statement with the Securities and Exchange Commission with respect
      to the Conversion Shares and the Warrant Shares no later than December 31,
      2007.
      Lenders will also enjoy “piggyback” registration rights. If the Company should
      issue or sell equity securities at a price per share lower than the Conversion
      Price, other than certain exceptions, the Conversion Price under the Note shall
      be reduced to such lower price per share.




**Note
      5 - Notes payable - related party**





In
      February 2006 the Company entered into a revolving credit agreement with certain
      investors for a maximum amount of $2,500,000. The investors, also shareholders,
      consisted of the following:


a.
              The
                  Elevation Fund, LLC holds 4,394,730 shares of common
                  stock;
 
 b.
              West
                  Hampton Special Situations Fund, LLC holds 4,394,730 shares of
                  common
                  stock which L. Michael Underwood is the manager of the fund and
                  is a
                  former director of the Company;
 
 c.
              LMU
                  and Company - L. Michael Underwood has ownership in this company;
                  and
 
 d.
              Battersea
                  Capital Inc. holds 2,104,082 shares of common
                  stock





L.
      Michael Underwood, a former director of the Company, personally holds 2,259,555
      shares of common stock.





The
      Company had outstanding various notes payable under this agreement. The notes
      accrued interest at 12% per annum. In July 2006, the Company repaid in full
      its
      notes payable totaling $1,981,867 and accrued interest of $30,915 from the
      proceeds of a private placement on April 19, 2006.


14


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





**Note
      6 - Stockholders' equity**





The
      Company has authorized 102,000,000 shares of no par value stock. 100,000,000
      have been designated as common stock and 2,000,000 have been designated as
      preferred stock. As of June 30, 2007, the Company has 46,174,213 shares of
      common stock issued and outstanding. No shares of preferred stock are
      outstanding.





Upon
      the
      formation of the Company, the founding stockholders contributed $100,100 in
      cash
      and intellectual property valued at $238,525 in exchange for 35,821,198 shares
      of common stock.





In
      July
      2006 the Company sold a total of 7,148,710 shares of its common stock at $0.80
      per share through a private placement offering for gross proceeds of $5,747,500.
      After commission and offering expenses, the Company received net proceeds of
      $4,924,598. In addition, the Company issued to the placement agent 598,029
      share
      of common stock and issued a warrant to purchase 1,429,742 shares of common
      stock for $0.80 per share. The warrants expire five years from the date of
      issuance. The value of the common stock and warrants of $478,423 and $334,580,
      respectively, issued to the placement agent are considered additional offering
      cost. The value of the warrants was calculated using the Black-Scholes model
      using the following assumptions: discount rate of 4.5%; volatility of 22%;
      dividend yield of 0%; and expected terms of 5 years. The impact of recording
      the
      value of the common stock and warrants in the financial statements is $0 as
      the
      Company increased stockholders’ equity by $813,003 for the issuance of these
      securities and decreased stockholders’ equity by the same amount to record the
      value of these securities as offering costs.





In
      July
      2006, in connection with the private placement offering described above, the
      Company's original investors agreed to cancel an aggregate of 6,218,958 of
      their
      shares upon the successful completion of selling at least $5,000,000 in the
      private placement.




In
      July
      2006, in connection with the transaction with Petra (see Note 1), the Company
      repurchased and retired 400,000 shares of its common stock for $400,000 that
      were owned by certain shareholders of Petra.




In
      July
      2006, the Company issued to two investor relation firms a total of 2,238,824
      (1,119,412 each) shares of common stock valued at $0.80 per share. The value
      of
      these shares of $1,800,000 is being amortized over the terms of the respective
      agreements. The shares were actually issued on July 26, 2006, but the value
      of
      these shares is being amortized over the respective service periods for each
      agreement which both began on July 10, 2006 the date of the transaction with
      Petra. As of June 30, 2007, these amounts were fully amortized.




In
      September 2006, the Company completed a private placement offering of 3,450,000
      shares of our common stock to one accredited investor, Al-Deera Holding Company
      KSCC, for an aggregate purchase price of $2,760,000. After paying the commission
      and fees associated with the private placements of approximately $ 138,000,
      the
      Company received $2,622,000 from this private placement offering.




In
      September 2006, the Company completed a private placement offering of 287,500
      shares of our common stock to one accredited investor, Univest Group Kuwait,
      for
      an aggregate purchase price of $230,000. After paying the commission and fees
      associated with the private placements of approximately $ 11,500, the Company
      received $218,500 from this private placement offering.





In
      connection with the September 2006 private placement offerings, the Company
      issued a warrant to purchase 185,000 shares of the Company common stock for
      $0.80 per share. The warrants expire five years from the date of issuance.
      The
      value of the warrants of $43,293 issued to the placement agent is considered
      additional offering cost. The value of the warrants was calculated using the
      Black-Scholes model using the following assumptions: discount rate of 4.5%;
      volatility of 22%; dividend yield of 0%; and expected terms of 5 year. The
      impact of recording the value of the warrants in the financial statements is
      $0
      as the Company increased stockholders’ equity by $43,293 for the issuance of
      these warrants and decreased stockholders’ equity by the same amount to record
      the value of these warrants as offering costs.


15


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**







In
      March,
      2007, the Company issued to a investor relations firm a total of 100,000 shares
      of common stock valued at $1.71 per share, the closing price of the stock on
      the
      date of issuance. The value of these shares of $171,156 is being amortized
      over
      the terms of the agreements. The shares were actually issued on March 29, 2007,
      and the value of these shares is being amortized over the service period of
      the
      agreement which began on March 8, 2007. As of June 30, 2007, the unamortized
      balance of $64,283 is shown as prepaid consulting as a current asset in the
      accompanying consolidated balance sheet.




In
      May
      and June 2007, the Company issued to two investor relations firms a total of
      1,000,000 shares of common stock (500,000 shares each). The company valued
      each
      set of 500,000 shares on the date of issuance based on the closing price on
      that
      date. The total value of the shares issued was $2,100,000. The company recorded
      this amount as prepaid consulting and began amortizing the amount over the
      2
      year period of the agreement. The amortization expense for the six months ending
      June 30, 2007 amounted to $117,705.




Stock
      Options





The
      Company recognized $1,055,920 and $7,981, in share-based compensation expense
      for the three months ended June 30, 2007 and June 30, 2006: $1,837,889 and
      $7,981 for the six months ended June 30, 2007 and June 30, 2006; and $1,977,868
      for the period from inception (January 10, 2006) to June 30, 2007, respectively.
      The impact of this share-based compensation expense on the Company's basic
      and
      diluted earnings per share was $0.00 per share. The fair value of our stock
      options was estimated using the Black-Scholes option pricing model.




On
      June
      12, 2006, the Company's board of directors approved the Triton Distribution
      Systems, Inc. 2006 Equity Incentive Plan (the “Plan”) that provides for the
      issuance of up to 4,300,000 shares under the Plan.


WeightedAverageOptions
              
              ExerciseOutstanding
              
              PriceOutstanding,
                  January 10, 2006
              
              
              -
              
              $
              -Granted
              
              
              3,550,472
              
              $
              1.01Forfeited
              
              
              659,191
              
              $
              1.29Exercised
              
              
              61,000
              
              $
              0.80Outstanding,
                  June 30, 2007
              
              
              2,830,281
              
              $
              0.95




As
      of
      June 30, 2007, 1,433,470 options have vested.





For
      options granted, the weighted-average fair value of such options was $0.95,
      and
      at June 30, 2007 the weighted average remaining contractual life of options
      outstanding is 9.59 years. For all options granted, the exercise price was
      equal to the market price of the Company's stock at the date of grant. All
      the
      options expire in 2017.





As
      of
      June 30, 2007, there was $1,445,253 of total unrecognized compensation cost
      related to non-vested options granted under the plan. That cost is expected
      to
      be recognized over the 3 year life of the options.


16


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**








The
      assumptions used in calculating the fair value of options granted using the
      Black-Scholes option- pricing model are as follows: For
      Options Granted





Prior
      to
      July 14, 2006:





Risk-free
                interest rate
            4.5%Expected
                life of the options
            3.00
                yearsExpected
                volatility
            22%Expected
                dividend yield
            0




For
      Options Granted


December
      1, 2006


Risk-free
                interest rate
            4.5%Expected
                life of the options
            3.00
                yearsExpected
                volatility
            86%Expected
                dividend yield
            0







For
      Options Granted


March
      2,
      2007


Risk-free
                interest rate
            4.5%Expected
                life of the options
            3.00
                yearsExpected
                volatility
            121%Expected
                dividend yield
            0







For
      Options Granted


March
      2,
      2007


Risk-free
                interest rate
            4.5%Expected
                life of the options
            3.00
                yearsExpected
                volatility
            121%Expected
                dividend yield
            0







For
      Options Granted


June
      11,
      2007


Risk-free
                interest rate
            4.75%Expected
                life of the options
            3.00
                yearsExpected
                volatility
            164%Expected
                dividend yield
            0







For
      the
      options granted prior to July 14, 2006 no public market existed for the
      Company’s stock therefore, the expected volatility was based on the volatility
      of a competitor’s common stock that is publicly traded. For options issued
      subsequent to July 14, 2006 the Company computed its volatility based on the
      Company’s stock price data.





Warrants





In
      connection with the private placement offerings and convertible debt obtained
      described above, the Company issued warrants to a placement agent, finder,
      and lenders.


17


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**








Below
      is
      a summary of the warrant activity:




**Warrants**
              **Outstanding**
            
            **Weighted
                Average**
              **Exercise
                Price**Outstanding,
                January 10, 2006
            -
            
            -Granted
            1,614,742
            
            $0.80Forfeited
            -
            
            -Exercised
            -
            
            -Outstanding,
                December 31, 2006
            1,614,742
            
            $0.80**Warrants**
              **Outstanding**
            
            **Weighted
                Average**
              **Exercise
                Price**Outstanding,
                June 28, 2007
            -
            
            -Granted
            2,000,000
            
            $3.00Forfeited
            -
            
            -Exercised
            -
            
            -Outstanding,
                June 30, 2007
            2,000,000
            
            $3.00





As
      of
      June 28, 2007, all of the warrants had vested and will expire in
      2012.





**Note
      7 - Income taxes**





Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial statement purposes
      and
      the amounts used for income tax purposes. Significant components of the
      Company's deferred tax assets and liabilities are as follows:





**June
                  30, 2007**
              ****
              **December
                  31, 2006**Deferred
                  tax assets:Federal
                  net operating loss
              
              $
              2,843,119
              
              $
              1,637,961State
                  net operating loss
              
              
              816,936
              
              
              470,648Equity
                  compensation
              
              
              1,409,956
              
              
              486,551Total
                  deferred tax assets
              
              
              5,070,011
              
              
              2,595,160Less
                  valuation allowance
              
              
              (5,070,011
              )
              
              (2,595,160
              )Total
              
              $
              -
              
              $
              -




At
      June
      30, 2007, the Company had federal and state net operating loss ("NOL")
      carryforwards of approximately $8,362,116 and $7,116,317, respectively. Federal
      NOLs could, if unused, expire in 2021. State NOLs, if unused, could expire
      in
      2011.





The
      valuation allowance increased by $1,276,267 and $412,253 for the three months
      ended June 30, 2007and June 30, 2006, $2,474,851 and $2,595,160 for the six
      months ended June 30, 2007 and June 30, 2006, $5,070,011 for the period from
      inception (January 10, 2006) to June 30, 2007, respectively. The Company has
      provided a 100% valuation allowance **** on
      the
      deferred tax assets at June 30, 2007 to reduce such asset to zero, since there
      is no assurance that the Company will generate future taxable income to utilize
      such asset. Management will review this valuation allowance requirement
      periodically and make adjustments as warranted.


18


**TRITON
      DISTRIBUTION SYSTEMS, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2007**





**(UNAUDITED)**





The
      reconciliation of the effective income tax rate to the federal statutory rate
      for the period from inception (January 10, 2006) to June 30, 2007 is as
      follows:





Federal
                income tax rate
            
            
            (34.0%)State
                tax, net of federal benefit
            
            
            (6.0%)Equity
                compensation
            
            
            14.8%Non-deductible
                items
            
            
            0.1%Increase
                in valuation allowance
            
            
            25.1%Effective
                income tax rate
            
            
            0.0%





**Note
      8 - Commitments and contingencies**





Employment
      agreement





In
      July 2006, the Company entered into a three-year employment agreement with
      its CEO, Gregory Lykiardopoulos to be effective as of February 2006 pursuant
      to
      which Mr. Lykiardopoulos will receive an annual base salary of $250,000 and
      other compensation to be determined by the Board of Directors. In addition
      to
      Mr. Lykiardopoulos is entitled to receive additional shares of common stock
      if
      certain profitability requirements are met. These shares will be issued from
      existing shares held by the original investors in the Company. No new shares
      will be issued pertaining to this agreement, and accordingly, there is no
      accounting effects from this transaction.





Contracts





In
      order
      to obtain and distribute travel products, the Company has entered into
      agreements with travel sellers and telecommunications service and infrastructure
      providers. All of these agreements may be terminated by either party on 30
      days
      written notice to the other. Each agreement provides for the payment by travel
      sellers of customary travel commissions to the Company’s travel agent buyers and
      to the Company. All of the agreements are non-exclusive to the Company. There
      are no minimums or required monthly obligations for any of these agreements.





Leases





The
      Company leases office space in an office building in Sausalito, California
      under
      an operating lease agreement that expires in May 2010. The lease provides for
      current monthly lease payments of $25,553 which increase over the term of the
      lease. The Company also leases office space in Manila, Philippines, Beijing,
      China and Amsterdam that expire November 2009, September 2008 and January 2009,
      respectively.





Future
      minimum lease payments under non-cancelable operating leases with initial or
      remaining terms of one year or more are as follows:


OperatingLeasesPeriod
                  ending June 30,2008
              
              $
              444,2072009
              
              
              401,1712010
              
              
              350,3782011
              
              
              55,5252012
              
              
              -





The
      Company incurred rent expense of $115,118 and $57,871 for the three months
      ended
      June 30, 2007 and June 30, 2006, $229,836 and $94,111 for the six months ended
      June 30, 2007 and June 30, 2006 and $552,532 for the period from inception
      (January 10, 2006) to June 30, 2007, respectively.





19




**Note
      9 - Related parties**





In
      addition to the note payable discussed in Note 5, the Company had certain
      transactions with a related party .
      As of
      June 30, 2007, Gregory Lykiardopoulos ,
      owes
      $1,080 to Triton Distribution Systems, Inc. the Company Gregory Lykiardopoulos
      is the current CEO and major shareholder of the Company.





A
      former
      director of the Company, Stephen Garland, is also an owner of 373,137 shares
      of
      common stock.




Note 10
      - Supplemental cash flow
      information




In
      addition, during the period from inception (January 10, 2006) to June 30, 2007,
      the Company issued 1) 598,029 shares of common stock to the placement agent
      for
      commissions related to the July 2006 private placement; 2) issued 1,429,742
      warrants to the placement agent for commissions related to the July 2006 private
      placement; 3) issued 185,000 warrants to the placement agent for commissions
      related to the September 2006 private placement; 4) issued 3,338,824 shares
      of
      common stock to three investment relations firms for services valued at
      $4,071,156; 5) issued 3,550,472 options to employees and took a charge of
      $2,014,143 related to the vesting of the fair value of these options; and 6)
      issued 2,000,000 warrants in conjunction with a convertible note and recorded
      $2,000,000 as a discount on convertible note payable.


20


**Item
      2.**  **Management's
      Discussion and Analysis or Plan of Operations**




**General**





This
      following information specifies certain forward-looking statements of management
      of the company.  Forward-looking statements are statements that estimate
      the happening of future events are not based on historical fact. 
Forward-looking statements may be identified by the use of forward-looking
      terminology such as, “may,” “shall,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or
      similar terms, variations of those terms or the negative of those terms. 
The forward-looking statements specified in the following information have
      been
      complied by our management and considered by management to be reasonable. 
Our future operating results, however, are impossible to predict and no
      representation, guaranty or warranty is to be inferred from those
      forward-looking statements.





The
      assumptions used for purposes of the forward-looking statements specified in
      the
      following information represent estimates of future events and are subject
      to
      uncertainty as to possible changes in economic, legislative, industry and other
      circumstances.  As a result, the identification and interpretation of data
      and other information and their use in developing and selecting assumptions
      from
      and among reasonable alternatives require the exercise of judgment.  To the
      extent that the assumed events do not occur, the outcome may vary substantially
      from anticipated or projected results, and accordingly, no opinion is expressed
      on the achievability of these forward-looking statements.  No assurance can
      be given that any of the assumptions relating to the forward-looking statements
      specified in the following information are accurate, and we assume no obligation
      to update any such forward-looking statements.





We
      have
      incurred operating losses since inception in January 10, 2006 and during this
      period, we have also consumed significant cash and other financial resources,
      and presently have minimal liquidity. In response to these conditions, we have
      focused all of our efforts on near term revenue opportunities to achieve
      break-even operating results. In addition, we intend to pursue outside debt
      and
      equity sources of financing that can provide Triton with a longer term source
      of
      capital and generally improve its balance sheet and financial
      stability.





We
      are in
      a very precarious cash position. As of June 30, 2007, we had an aggregate cash
      balance of $709,483. We currently depend on funds raised from financing
      activities to continue operations. If we continue to generate a loss on
      operations, it will become increasingly difficult to execute our plan of
      operations. Our ability to sustain operations through fiscal 2007 is predicated
      upon certain critical assumptions, including (i) that our efforts to accelerate
      sales activities are successful, (ii) that we are able to meet our development
      schedule (iii) that we will not incur additional unplanned expenditures in
      fiscal 2007, (iv) that we will be successful in our pursuit of outside debt
      or
      equity financing, and (v) that we will not incur unexpected significant cash
      outlays during any period of fiscal 2007.




**Overview**





We
      are an
      emerging, next generation Web-based travel services distribution company. 
Our core business is the electronic distribution of travel inventory from
      airlines, car rental companies, hotels, tour and cruise operators, and other
      travel sellers to travel agencies and their clients on a global
      basis.





We
      commenced operations in January 2006 with an initial emphasis on Southeast
      Asia
      and intend to expand to other international locations, including South America
      and Europe.  Unlike the travel industry in the United States, which is
      highly fragmented and decentralized, emerging countries in Asia have only one
      or
      two flagship airlines for international routes, the airlines are controlled
      by
      the government, the travel agencies are clustered in large associations, and
      the
      government has considerable influence over decisions which affect bookings
      and
      the issuance of tickets to domestic and foreign travelers.





We
      have
      opened offices in the Philippines and in China. These offices received their
      approval from the respective governments of the Philippines and China to be
      formed as subsidiaries of the Company. These offices were specifically formed
      by
      us to expand our business into the Philippines and China.





During
      the quarter ended June 30, 2007, we completed several improvements to our agent
      booking application, “ReservationExpertTM”. Most notably we added Carnival Cruise
      to CruiseExpertTM, d esigned,
      tested and launched the “Triton Wizard” a simplified online booking process for
      new agents, developed the functional specifications and design of the booking
      engine for Red Dragon Express and completed the online payment processes and
      merchant account connections for ReservationExpertTM.





In
      the
      quarter ending June 30, 2007, we also signed partnerships with Gullivers Travel,
      Quantum Hotels and Resorts and IFA Hotels and Resorts to provide their travel
      inventory to our network.


21


**Critical
      Accounting Policy and Estimates**





Our
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations section discusses our financial statements, which have been prepared
      in accordance with accounting principles generally accepted in the United States
      of America. The preparation of the financial statements requires management
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. On an on-going basis,
      management evaluates its estimates and judgments, including those related to
      revenue recognition, recoverability of intangible assets, and contingencies
      and
      litigation. Management bases its estimates and judgments on historical
      experience and on various other factors that are believed to be reasonable
      under
      the circumstances, the results of which form the basis for making judgments
      about the carrying value of assets and liabilities that are not readily apparent
      from other sources. Actual results may differ from these estimates under
      different assumptions or conditions. The most significant accounting estimates
      inherent in the preparation of our consolidated financial statements include
      estimates as to the appropriate carrying value of certain assets
      and


liabilities
      which are not readily apparent from other sources, primarily the valuation
      of
      intangible assets. The methods, estimates and judgments we use in applying
      these
      most critical accounting policies have a significant impact on the results
      we
      report in our consolidated financial statements.





***Intangible
      Assets***




The
      determination of the fair value of certain acquired assets is subjective in
      nature and often involves the use of significant estimates and assumptions.
      Determining the fair values and useful lives of intangible assets especially
      requires the exercise of judgment. While there are a number of different
      generally accepted valuation methods to estimate the value of intangible assets
      acquired, we have valued our intangible assets based on the historical purchase
      price.  All of our intellectual property was purchased by certain investors
      for $238,525 and contributed to us in exchange for shares of our common
      stock.  In accordance with SFAS No. 142, “Goodwill and Other Intangible
      Assets,” we evaluate our intangible assets and other long-lived assets for
      impairment, at least on an annual basis and whenever events or changes in
      circumstances indicate that the carrying value may not be recoverable from
      our
      estimated future cash flows. Recoverability of intangible assets and other
      long-lived assets is measured by comparing their net book value to the related
      projected undiscounted cash flows from these assets, considering a number of
      factors including past operating results, budgets, economic projections, market
      trends and product development cycles. If the net book value of the asset
      exceeds the related undiscounted cash flows, the asset is considered impaired
      and a second test is performed to measure the amount of impairment loss which
      is
      the difference between the net book value of the asset and its fair value.
      Fair
      value is determined by the present value of future cash flows using multiple
      scenarios that reflect the range of possible outcomes and a risk-free rate.
        Amortization is computed using the straight-line method over the
      estimated useful life of the intellectual property of 10 years





***Revenue
      Recognition***




We
      apply
      the guidance within SEC Staff Accounting Bulletin No. 104, “Revenue
      Recognition in Financial Statements” (“SAB 104”) to determine when to properly
      recognize revenue. SAB 104 states that revenue generally is realized or
      realizable and earned when persuasive evidence of an arrangement exists,
      services have been rendered, the seller's price to the buyer is fixed or
      determinable and collectibility is reasonably assured.




We
      provide electronic travel distribution services through our travel distribution
      system. These services are provided for airlines, car rental companies, hotels,
      tour and cruise operators and other travel sellers to travel agencies and their
      clients. We charge a fee for reservations booked through our distribution
      system. Revenue is recognized at the time the transactions are processed.
      However, if a transaction is subsequently canceled, the transaction fee or
      fees
      must be credited or refunded. Therefore, revenue is recorded net of an estimated
      amount reserved to account for cancellations which may occur in a future month.
      This reserve is calculated based on industry historical cancellation rates
      and
      will be based on our own cancellation rates once a sufficient history of
      cancellations is established.  In estimating the amount of future
      cancellations that will require a transaction fee to be refunded, we assume
      that
      a significant percentage of cancellations are followed by an immediate
      re-booking of the transaction, without a net loss of revenue. In the event
      we
      cannot reasonably rely on industry averages prior to establishing a cancellation
      history of our own, we will defer revenue recognition until management is
      satisfied all contingencies have been removed.


22




***Stock
      Based Compensation***




We
      adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
      No. 123R”). SFAS No. 123R requires companies to measure and recognize
      the cost of employee services received in exchange for an award of equity
      instruments based on the grant-date fair value. SFAS No. 123R eliminates
      the ability to account for the award of these instruments under the intrinsic
      value method prescribed by APB Opinion No. 25, Accounting for Stock Issued
      to Employees, and allowed under the original provisions of SFAS No. 123. In
      determining the fair value of employee stock options we will periodically
      evaluate the stock option exercise behavior of our employees and determined
      that
      the best estimate of the expected term of stock options. Due to the limited
      history of our company, for all options granted in 2006 and 2007 we have
      estimated that the expected term of the employee options to be 3 years. At
      the
      time the first round of stock options were granted in 2006, we were not a
      publicly traded company, therefore the expected volatility of our stock was
      based on the historical volatility of public companies in our industry. The
      expected volatility used to estimate the fair value of our employee options
      was
      22%. During the second and third rounds of stock options granted later in the
      year, we based the historical volatility on our own company stock. The expected
      volatility used to estimate the fair value of the second and third rounds of
      employee options was 86% and 121% respectively. The expected volatility used
      for
      employee options granted during the quarter ended June 30, 2007 was 164% and
      was
      computed based on our own company stock.





**Liquidity
      and Capital Resources**




We
      had
      cash and cash equivalents of $709,483 at June 30, 2007. Our total current assets
      at June 30, 2007 were $2,844,778 .
      We have
      incurred operating losses since inception in January 10, 2006 and during this
      period we have also consumed significant cash and other financial resources,
      and
      presently have minimal liquidity. In response to these conditions, we have
      focused our development resources on improving our ReservationExpertTM product in
      an effort to get or distribution channel operational. Additionally we have
      targeted the travel vendor opportunities which we feel are in greatest demand
      in
      our agency distribution network. The objective of bringing these vendors on
      line
      during our quarter ending September 30, 2007 is to generate agency bookings
      and
      to accelerate adoption of our ReservationExpertTM booking engine. If we are
      successful in these efforts it is management’s expectation that we can achieve a
      positive cash flow during our quarter ending December 31, 2007. We continue
      to
      consider our options with respect to outside debt and equity sources of
      financing that can provide Triton with a longer term source of capital and
      generally improve its balance sheet and financial stability.





We
      are in
      a very precarious cash position. As of June 30, 2007, we had an aggregate cash
      balance of $709,483. We
      currently depend on funds raised from financing activities to continue our
      operations. Our ability to sustain operations through fiscal 2007 is predicated
      upon certain critical assumptions, including (i) that our efforts accelerate
      sales activities are successful, (ii) that we are able to meet our development
      schedule (iii) that we will not incur additional unplanned expenditures in
      fiscal 2007, (iv) that we will be successful in our pursuit of outside debt
      or
      equity financing, and (v) that we will not incur unexpected significant cash
      outlays during any period of fiscal 2007. Based
      on
      our current cash positions, it is likely that we will be required to raise
      additional funds within the next 12 months in order to maintain our
      operations.




Our
      total
      current liabilities were $ 2,295,463,
      exclusive of the non cash discount on the notes for the warrants, at
      June
      30, 2007, which consists of a short term loan agreement of $ 2,000,000, accounts
      payable of $195,356, accrued expenses of $41,988, accrued payroll of $41,864,
      deferred lease liability of $15,420 and other liabilities of $834.





During
      the period from inception (January 10, 2006) to June 30, 2007, we used
      $8,334,882 and $450,467
      of cash in our operating and investing activities, respectively, and generated
      cash of $9,513,998 from our financing activities.




During
      the three months ended June 30, 2007, we used $1,616,059  and
      $17,011 of cash in our operating and investing activities, respectively, and
      generated $2,048,800 cash from our financing activities. We have financed our
      operations primarily through cash generated from notes payable issued to related
      parties and from the sale of shares of our common stock.





During
      the six months ended June 30, 2007, we used $3,227,601  and
      $36,837 of cash in our operating and investing activities, respectively, and
      generated $2,048,800 cash from our financing activities. We have financed our
      operations primarily through cash generated from notes payable issued to related
      parties and from the sale of shares of our common stock.





On
      June
      28, 2007, the Company issued a convertible senior note (“Convertible Note”) to
      JMW Fund LLC, San Gabriel Fund LLC, Underwood Family Partners, Ltd., and
      Battersea Capital, Inc (“Lenders”) for gross proceeds totaling $3,000,000
      (“Total Principal Amount”). Of the Total Principal Amount, the Company was able
      to draw $1,000,000 by June 30, 2007, and another $1,000,000 may be drawn by
      July
      30, 2007. The terms and conditions of the Convertible Note replaces the terms
      and conditions of a promissory note issued by the Company to the Lenders on
      March 28, 2007 for gross proceeds of $1,000,000. The Company drew down
      $1,000,000 million of the available $1.0 million on June 28, 2007. This
      agreement replaced the prior agreement with the JMW Fund LLC from which the
      company borrowed $1,000,000 in April 2007. The April agreement was canceled
      and
      the $1,000,000 outstanding was included in this agreement. As of June 30, 2007,
      the company had $2,000,000 of loans outstanding.


23





Interest
      accrues at one percent (1%) per month and began to accrue on July 1, 2007.
      All
      outstanding principal and accrued and unpaid interest is due and payable on
      July
      1, 2008 (“Maturity Date”). If the Company should suffer an Event of Default
      under the Note, the Interest shall be one and a half percent (1.5%) during
      the
      occurrence.





The
      Convertible Note shall be senior to any debt issued to the Company, including
      without limitation, loans to any bank or institutional debt. Lenders will file
      a
      UCC-1 or other filing to secure their debt.





Pursuant
      to the terms of the Convertible Note, the Company is obligated to issue to
      the
      Lenders warrants exercisable for an aggregate of 2,000,000 shares of the
      Company’s common stock, no par value (“Common Stock”) (“Warrants”). The Warrants
      are to be exercisable at $3.00 per share and are to expire five years from
      the
      issue date of the Warrants. The Company agreed to register the shares underlying
      the Warrants no later than December 31, 2007. The Warrants shall also be subject
      to a cashless exercise provision. The Company recorded a $2,000,000 as discount
      on loan to account for value of the warrants.





The
      Company agrees to increase the Company’s Board composition from two to five
      members as a condition precedent. Such directors may be removed upon repayment
      of the Note. The Company may prepay this note at any time. The outstanding
      principal balance of the Note can be converted into shares of the Common Stock
      (“Conversion Shares”) at any time thirty (30) days after the date of the Note at
      the Lenders’ sole discretion. The conversion price of the Conversion Shares is
      $3.00 per share (“Conversion Price”). The Company is obligated to file a
      registration statement with the Securities and Exchange Commission with respect
      to the Conversion Shares and the Warrant Shares no later than December 31,
      2007.
      Lenders will also enjoy “piggyback” registration rights. If the Company should
      issue or sell equity securities at a price per share lower than the Conversion
      Price, other than certain exceptions, the Conversion Price under the Note shall
      be reduced to such lower price per share.





In
      March
      2007, the Company entered into a Line of Credit Loan Agreement with JMW Fund,
      LLC (“JMW”).





The
      Loan
      Agreement provides that Triton may borrow an amount up to a credit limit of
      $1.0
      million for a six month term. Upon entering the Loan Agreement and execution
      of
      the requisite promissory notes, JMW shall deposit the first advance of $500,000;
      JMW shall deposit the second advance of $500,000 no later than April 20, 2007.
      All sums advanced pursuant to this Loan Agreement shall bear interest from
      the
      date each advance is made until paid in full at the rate of 1% per month, simple
      interest on the first $500,000; and 1.5% per month, simple interest on the
      second $500,000. Triton may prepay the principal in entirety at any time without
      penalty. The funds from these advances were used by Triton for operating
      expenses. This agreement was replaced upon the signing of the new agreement
      on
      June 28, 2007.





The
      Company paid a one-time commitment fee of $10,000 upon entering the Loan
      Agreement.




In
      March, 2007, the Company issued to an investor
      relations firm a total of 100,000 shares of common stock valued at $1.71 per
      share, the closing price of the stock on the date of issuance. the value of
      these shares of $171,156 is being amortized over the terms of the agreements.
      the shares were actually issued on March 29,2007, and the value of these shares
      is being amortized over the service period of the agreement which began on
      March
      8, 2007. As of March 31, 2007, the unamortized balance of $150,416 is shown
      as
      prepaid consulting as a current asset in the accompanying consolidated balance
      sheet.





In
      September 2006, we completed a private placement offering of 3,450,000 shares
      of
      our common stock to one accredited investor, Al-Deera Holding Company KSCC,
      for
      an aggregate purchase price of $2,760,000. After paying the commission and
      fees
      associated with the private placements of approximately $138,000, we received
      approximately $2,622,000 from this private placement offering.





In
      September 2006, we completed a private placement offering of 287,500 shares
      of
      our common stock to one accredited investor, Univest Group Kuwait, for an
      aggregate purchase price of $230,000. After paying the commission and fees
      associated with the private placements of approximately $11,500, we received
      approximately $218,500 from this private placement offering.





In
      July
      2006, we sold 5,747,500 shares of our common stock for gross proceeds of
      $5,747,500 in a private placement.  After paying the commission and fees
      associated with the private placements of approximately $813,000 and repaying
      the notes payable and accrued interest to investors of approximately $2,013,000,
      we received approximately $2,921,500 from this private placement.




In
      July
      2006, we completed a reverse acquisition transaction with Triton.  In
      accordance with the terms of the Share Exchange Agreement, we issued and
      exchanged 36,750,950 shares of our common stock for all 29,547,500 issued and
      outstanding shares of Triton common stock.  After the merger transaction,
      the stockholders of Triton own approximately 95% of our issued and outstanding
      shares and the management and board of directors of Triton were appointed as
      officers and two of our directors.  The exchange of shares has been
      accounted for as a reverse acquisition under the purchase method of accounting
      since the stockholders of Triton obtained control of us.  Accordingly, the
      exchange of shares of the two companies has been recorded as a recapitalization
      of Triton, with Triton being treated as the continuing entity. Accordingly,
      Triton's assets and liabilities are included in the balance sheet at their
      historical book values and the results of operations of Triton have been
      presented for the comparative prior period.


24


In
      February 2006, we entered into a revolving credit agreement with certain of
      our
      investors for a maximum amount of $2,500,000. I n
      July
      2006, the Company repaid in full all amounts owing under the revolving credit
      agreement of $1,981,867 in principal and $30,915 of accrued interest from the
      proceeds of the private placement.




**Results
      of Operations**




**Revenue**




We
      generated no revenue from our inception to June 30, 2007.




**Operating
      Expenses**





Our
      operating expenses from inception to June 30, 2007 were $12,756,456 which
      consisted of payroll and related benefits of $6,813,813, professional fees
      of
      $ 2,982,074 ,
      marketing and advertising of $486,349 and other general and administrative
      expenses of $2,474,220. Since inception in January of 2006 the majority of
      our
      payroll and related benefits expenses have been related to the development
      of
      our core application, our agent booking application “ReservationExpertTM” and
      acquiring vendors of travel related inventory. In March of this year after
      the
      initial release of ReservationExpertTM we began signing up agents in an effort to
      get feedback on the usability of the product. Since that time we have completed
      the majority of the improvements our agent network has made us aware of. Most
      of
      our professional fees were incurred as part of the loan agreement closed in
      June
      of 2007 and the private placement and reverse merger completed in July of 2006
      and the associated investor relations firms which assisted us.





Our
      operating expenses for the three months ended June 30, 2007 were $3,186,766
      which consisted of payroll and related benefits of $2,125,004, professional
      fees
      of $580,653, marketing and advertising of $75,582 and other general and
      administrative expenses of $405,527 As compared to the three months ended June
      30, 2006 of $984,424 which consisted of payroll and related benefits of
      $521,251, professional fees of $119,514, marketing and advertising of $39,088
      and other general and administrative expenses of $304,571.





Our
      operating expenses for the six months ended June 30, 2007 were $6,192,831 which
      consisted of payroll and related benefits of $3,968,847, professional fees
      of
      $1,307,439, marketing and advertising of $184,125 and other general and
      administrative expenses of $732,420. As compared to the six months ended June
      30, 2006 of $1,923,266 which consisted of payroll and related benefits of
      $957,393, professional fees of $ 299,954 ,
      marketing and advertising of $102,512 and other general and administrative
      expenses of $563,407.





Interest
      expense from inception to June 30, 2007 was $58,485 which consisted of interest
      accrued on the notes payable to related parties and interest income for the
      same
      period was $62,955





Interest
      expense for the three months ended June 30, 2007 and June 30, 2006 was $27,569
      and $21,796 respectively, which consisted of interest accrued on the notes
      payable to related parties and interest income for the same periods was $3,495
      and $0.





Interest
      expense for the six months ended June 30, 2007 and June 30, 2006 was $27,569
      and
      $28,635 respectively, which consisted of interest accrued on the notes payable
      to related parties and interest income for the same periods was $20,492 and
      $0.




**Our
      Plan of Operation**




We
      began
      operations in the United States with our primary source of travel content being
      provided by Galileo one of the three largest global distribution services for
      airline reservation in the world. Subsequently our expansion has been
      geographically driven with a focus on acquiring unique local travel content
      which through agreement could be distributed on a global basis to our business
      to business network using ReservationExpertTM. Subsequent to its initial release
      in March of 2007, ReservationExpertTM has undergone several improvements based on
      Agent/User feedback including the recently released booking wizards. We expect
      to release the CruiseExpertTM in Mid August of 2007, followed by our Red Dragon
      web travel portal to China which includes an agency booking tool for Chinese
      travel products.


25


In
      the
      Pacific Rim, we initially developed relationships with various domestic air
      carriers, consolidators, tour operators and agencies in China, Malaysia and
      the
      Philippines. During the first half of 2007, we opened
      offices in the Philippines and in China. After receiving the appropriate
      approval from the respective governments and regulatory authorities we formed
      subsidiaries of the Company in the Philippines and China. These subsidiaries
      were specifically formed for the Company to execute on signed
      travel distribution agreements with travel providers related to country-specific
      partners and travel vendors. Our objective is to provide local partners our
      product suite and management expertise, to assist them in developing the market
      at the local level and delivering
      their content on a global basis through our distribution network. We have signed
      an agreement to develop and host a tour product and convert all of their
      call centers to ReservationExpertTM for a national carrier before the end of
      September 2007.





After
      establishing a presence in Asia, in February of 2007 we began to focus on our
      distribution network by marketing our products to travel agencies and travel
      inventory vendors in the United States. Since that time we have issued more
      than
      450 unique user I.D.s to our distribution network. These unique I.D.s provide
      access to approximately 10,000 individual agents in the United States.
      Additionally, we will complete a direct links with Carnival Cruise lines and
      Gulliver’s Travel during our quarter ending September 30, 2007. The
      aforementioned will dramatically increase the content available to agents using
      our network.





W e
      expect
      to begin realizing reportable segment revenue from our Philippine and United
      States operations during the quarter ending September 30, 2007.





With
      respect to operations in Europe and the Middle-East we have signed agreements
      with several regional travel agencies and established direct links to several
      low-cost and established air carriers and hotels which should become productive
      during our quarter ending December 31, 2007. Additionally we will begin the
      second phase of the trial with a major European corporate travel agency during
      the quarter ending September 30, 2007. If successful we would deploy a private
      labeled version of ReservationExpertTM before the end of our quarter ending March
      31, 2008.





We
      set up
      our tier one customer support operations at our headquarters in Sausalito,
      California and established remote customer support and sales operations in
      Manila, Philippines, and Beijing, China. We also established marketing
      agreements in Europe and the Middle East. We expect to establish a 24 hour
      call
      center in Manila to service our distribution network worldwide during our
      quarter ending September 30, 2007.





We
      anticipate that we will incur additional $2.0 million of expenditures to achieve
      these milestones. If the milestones are achieved then it is our expectation
      that
      we will realize a positive cash flow sometime during the quarter ending December
      31, 2007. ****





**Employees**




Our
      employee head count was 41 as of June 30, 2007.




**Off-Balance
      Sheet Arrangements**




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


26


**Item
      3.**  **Controls
      and Procedures**




**Disclosure
      Controls and Procedures**




(a)
      Evaluation of disclosure controls and procedures. As of the end of the period
      covered by this report, we carried out an evaluation, under the supervision
      and
      with the participation of our management, including our Chief Executive Officer
      and Chief Financial Officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon
      that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures were effective as of the end of
      the
      applicable period to ensure that the information required to be disclosed by
      us
      in reports that we file or submit under the Exchange Act (i) is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms and (ii) is accumulated
      and
      communicated to our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate to allow timely decisions regarding required
      disclosures.




(b)
      Changes in internal controls over financial reporting. There was no change
      in
      our internal control over financial reporting during our most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**Internal
      Control Over Financial Reporting**




There
      has
      been no change in our internal control over financial reporting that occurred
      during our last fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.







**Part
      II.**  **OTHER
      INFORMATION**




**Item
      1.**  **Legal
      Proceedings**





Terry
      Byers vs. Triton Distribution Systems Inc., et. al.,
      (Superior Court, Marin County, Case No. CV072075). The Company has learned
      that
      plaintiff filed suit on May 4, 2007, against the Company, GRSNetwork Inc.,
      a
      California Corporation, Internet Travel Technologies, Inc, a California
      Corporation and Gregory Lykiardopoulos. The
      suit
      alleges causes of action for back wages, breach of contract and age
      discrimination. As of the date of this report, the Company has not been properly
      served with a summons or complaint in the matter. The Company denies the
      plaintiffs' claims and intends to vigorously defend against them if such
      complaint is properly served on the Company.





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




In
      July
      2006 we acquired all of the outstanding common stock of Triton Distribution
      Systems, Inc. for 36,750,950 shares of our common stock pursuant to a Share
      Exchange Agreement with Triton and its stockholders.




In
      July
      2006 we issued an aggregate of 7,148,710 shares of our common stock to a group
      of 230 accredited investors through Brookstreet Securities Corporation, as
      Placement Agent, at $.80 per share pursuant to the exemption provided by Section
      4(2) of the Act and Rule 506 of Regulation D promulgated thereunder.  The
      shares were offered solely to accredited investors, no form of general
      advertising was used, and all investors took the shares as an investment and
      not
      with the intent to distribute and all shares were issued with a restrictive
      legend thereon. As additional consideration for acting as our Placement Agent,
      we issued to Brookstreet warrants to acquire 1,429,742 shares of our common
      stock at $.80 per share and also issued to it 598,029 shares for investment
      banking consulting services valued at $.80 per share.




In
      July
      2006 we issued 1,119,412 shares each valued at $.80 per share to Capital Group
      Communications, Inc. and Livestrong Venture Capital Partners, Inc. for investor
      relations services pursuant to the exemption provided by Section 4(2) of the
      Act.




In
      September 2006 we issued 3,450,000 and 287,500 shares of our common stock to
      two
      accredited Kuwaiti corporate investors, pursuant to the exemption provided
      by
      Section 4(2) of the Act, for $.80 per share and paid a finder's fee of 185,000
      common stock purchase warrants. The warrants are exercisable at $.80 per share
      until September 18, 2007. Both investors took the common stock for investment
      purposes and not with the intent to distribute and the certificates were issued
      with a restrictive legend thereon.


27


In
      May
      2007 we issued 500,000 shares on May 5 2007 when our stock price was valued
      at
      $2.15 per share to Capital Group Communications, Inc for investor relations
      services pursuant to the exemption provided by Section 4(2) of the Act.





In
      June
      of 2007 we issued 500,000 shares on June 27, 2007 when our stock price was
      valued at $1.08 per share to Livestrong Venture Capital Partners, Inc. for
      investor relations services pursuant to the exemption provided by Section 4(2)
      of the Act.




**Item
      3.**  **Defaults
      Upon Senior Securities**





None.





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




None.





**Item
      5.**  **Other
      Information**





Not
      applicable




**Item
      6.**  **Exhibits**





Exhibits





**Number******
            **Exhibit**3.1
            Articles
                of Incorporation (1)3.2
            Bylaws
                (1)10.1
            Line
                of Credit Loan Agreement dated March 28, 2007, by and between JMW
                Fund,LLC
                and Triton Distribution Systems, Inc. (1)31.1
            Certification
                of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of
                the
                Securities Exchange Act of 193431.2
            Certification
                of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of
                the
                Securities Exchange Act of 193432.1
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 200232.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002


(1)
      Previously filed.


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**SIGNATURES**





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




TRITON
                DISTRIBUTION SYSTEMS, INC.August
                14, 2007
            By:
            /s/ Gregory
                LykiardopoulosGregory
                Lykiardopoulos
              Chief
                Executive Officer






29