**U.S.      SECURITIES AND EXCHANGE COMMISSION**

**FORM      10-QSB**

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

**EXCHANGE      ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30,      2006**

**[      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM**

**______________      TO ______________**

*COMMISSION      FILE NUMBER: 0-51109*

**RMD      TECHNOLOGIES, INC.**

| California                                                                                       |   | 72-1530833                                            |
|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|
| (State                  or Other Jurisdiction of Incorporation or                  Organization) |   | (I.R.S.                  Employer Identification No.) |

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** **
**RMD      TECHNOLOGIES, INC. **

**Index**

|                                                                                                        |   |   | Page                  Number |   |
|-------------------------------------------------------------------------------------------------------------|--------|--------|------------------------------|--------|
|                                                                                                        |   |   |                         |   |
| PART                  I. FINANCIAL INFORMATION                                                              |   |   |                         |   |
|                                                                                                        |   |   |                         |   |
| Item                  1. Financial Statements                                                               |   |   |                         |   |
|                                                                                                        |   |   |                         |   |
| Balance                  Sheet as of November 30, 2006 (unaudited)                                          |   |   | 3                            |   |
|                                                                                                        |   |   |                         |   |
| Statements                  of Operations                                                                   |   |   |                         |   |
| for                  the three and six months ended November 30, 2006 and 2005                  (unaudited) |   |   | 4                            |   |
|                                                                                                        |   |   |                         |   |
| Statements                  of Cash Flows for the                  six months ended                         |   |   |                         |   |
| November                  30, 2006 and 2005 (unaudited)                                                     |   |   | 5                            |   |
|                                                                                                        |   |   |                         |   |
| Notes                  to Consolidated Financial Statements (unaudited)                                     |   |   | 6                            |   |
|                                                                                                        |   |   |                         |   |
| Item                  2. Management's Discussion and Analysis or Plan of                  Operations        |   |   | 8                            |   |
|                                                                                                        |   |   |                         |   |
| Item                  3. Controls and Procedures                                                            |   |   | 13                           |   |
|                                                                                                        |   |   |                         |   |
| PART                  II. OTHER INFORMATION                                                                 |   |   |                         |   |
|                                                                                                        |   |   |                         |   |
| Item                  1. Legal Proceedings                                                                  |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| Item                  2. Unregistered Sales of Equity Securities and Use of                  Proceeds       |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| Item                  3. Defaults Upon Senior Securities                                                    |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| Item                  4. Submission of Matters to a Vote of Security Holders                                |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| Item                  5. Other Information                                                                  |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| Item                  6. Exhibits                                                                           |   |   | 14                           |   |
|                                                                                                        |   |   |                         |   |
| SIGNATURES                                                                                                  |   |   | 15                           |   |

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**RMD      TECHNOLOGIES, INC.**

**BALANCE      SHEETS**

**(Unaudited)**

| **ASSETS**                                                               |   |   | **November                  30,****2006** |   |
|--------------------------------------------------------------------------|--------|--------|-------------------------------------------|--------|
| Current                  Assets                                          |   |   |                                      |   |
| Cash                                                                     |   | $      | --                                        |   |
| Escrow                  deposit                                          |   |   | 2,000                                     |   |
| Accounts                  receivable                                     |   |   | 3,083                                     |   |
| Employee                  advance                                        |   |   | 7,314                                     |   |
| Total                  Current Assets                                    |   |   | 12,397                                    |   |
|                                                                     |   |   |                                      |   |
| Furniture                  and equipment - net of accumulated            |   |   |                                      |   |
| depreciation                  of $36,862                                 |   |   | 32,888                                    |   |
|                                                                     |   |   |                                      |   |
| Other                  Assets                                            |   |   |                                      |   |
| Security                  deposits                                       |   |   | 5,911                                     |   |
|                                                                     |   |   |                                      |   |
| Total                  Assets                                            |   | $      | 51,196                                    |   |
|                                                                     |   |   |                                      |   |
| **LIABILITIES                  AND STOCKHOLDERS’ DEFICIT**         |   |   |                                      |   |
| Current                  Liabilities                                     |   |   |                                      |   |
| Accounts                  payable and accrued liabilities                |   | $      | 319,755                                   |   |
| Bank                  overdraft                                          |   |   | 11,090                                    |   |
| Current                  portion-Capital leases                          |   |   | 18,825                                    |   |
| Advance                  from La Jolla Cove Investors, Inc.              |   |   | 150,000                                   |   |
| Note                  payable - shareholder                              |   |   | 158,915                                   |   |
| Payable                  to related individuals                          |   |   | 165,442                                   |   |
| Total                  Current Liabilities                               |   |   | 824,027                                   |   |
|                                                                     |   |   |                                      |   |
| Long                  Term Liabilities                                   |   |   |                                      |   |
| Convertible                  debenture (net of unamortized debt discount |   |   |                                      |   |
| of                  $71,989)                                             |   |   | 28,011                                    |   |
| Capital                  leases payable                                  |   |   | 1,561                                     |   |
| Total                  Liabilities                                       |   |   | 853,599                                   |   |
|                                                                     |   |   |                                      |   |
| Stockholders’                  Deficit                             |   |   |                                      |   |
| Common                  stock, no par value                              |   |   |                                      |   |
| 100,000,000                  shares authorized,                          |   |   |                                      |   |
| 15,002,300                  shares issued and outstanding                |   |   | 17,300                                    |   |
| Additional                  paid-in capital                              |   |   | 100,000                                   |   |
| Funds                  received for future issuance of 1,079,400         |   |   |                                      |   |
| shares                  of common stock ($0.05 per share)                |   |   | 53,970                                    |   |
| Accumulated                  deficit                                     |   |   | (973,673                                  | )      |
| Total                  Stockholders’ Deficit                       |   |   | (802,403                                  | )      |
|                                                                     |   |   |                                      |   |
| Total                  Liabilities and Stockholders’ Deficit       |   | $      | 51,196                                    |   |

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**RMD      TECHNOLOGIES, INC.**

**STATEMENTS      OF OPERATIONS**

**(Unaudited)**

|                                                     |   |   | **For                  the Three Months Ended November 30,** |   |   | **For                  the Six Months Ended November 30,** |   |
|----------------------------------------------------------|--------|--------|--------------------------------------------------------------|--------|--------|------------------------------------------------------------|--------|
|                                                     |   |   | **2006**                                                     |   |   | **2005**                                                   |   |   | **2006** |   |   | **2005** |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Revenues                                                 |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Sales                                                    |   | $      | (9,743                                                       | )      | $      | 44,616                                                     |   | $ | (2,040 | ) | $ | 66,904 |   |
| Recycling                                                |   |   | 33,288                                                       |   |   | 4,745                                                      |   |   | 116,141 |   |   | 57,909 |   |
| Total                  Revenues                          |   |   | 23,545                                                       |   |   | 49,361                                                     |   |   | 114,101 |   |   | 124,813 |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Cost                  of Revenues                        |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Cost                  of sales                           |   |   | 13,590                                                       |   |   | 21,066                                                     |   |   | 46,917 |   |   | 32,008 |   |
| Cost                  of recycling revenues              |   |   | 20,717                                                       |   |   | 40,732                                                     |   |   | 121,831 |   |   | 70,133 |   |
| Total                  Cost of Revenues                  |   |   | 34,307                                                       |   |   | 61,798                                                     |   |   | 168,748 |   |   | 102,141 |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Gross                  Profit                            |   |   | (10,762                                                      | )      |   | (12,437                                                    | )      |   | (54,647 | ) |   | 22,672 |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Selling,                  General, and                   |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Administrative                  expenses                 |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Depreciation                                             |   |   | 1,231                                                        |   |   | 1,630                                                      |   |   | 2,461 |   |   | 3,261 |   |
| Other                  selling, general, and             |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| administrative                  expenses                 |   |   | 105,401                                                      |   |   | 44,889                                                     |   |   | 318,163 |   |   | 132,745 |   |
| Total                  Selling, General,                 |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| and                  Administrative Expenses             |   |   | 106,632                                                      |   |   | 46,519                                                     |   |   | 320,624 |   |   | 136,006 |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Total                  Loss From Operations              |   |   | (117,394                                                     | )      |   | (58,956                                                    | )      |   | (375,271 | ) |   | (113,334 | ) |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Other                  Expenses                          |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Interest                  expense                        |   |   | 10,795                                                       |   |   | 11,806                                                     |   |   | 21,368 |   |   | 14,965 |   |
| Other                  expense                           |   |   | --                                                           |   |   | --                                                         |   |   | -- |   |   | -- |   |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Total                  Income (Loss)                     |   | $      | (128,189                                                     | )      | $      | (70,762                                                    | )      | $ | (396,639 | ) | $ | (128,299 | ) |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Basic                  and diluted net income (loss) per |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| weighted                  average share                  |   | $      | (.01                                                         | )      | $      | (.01                                                       | )      | $ | (.03 | ) | $ | (.01 | ) |
|                                                     |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| Weighted                  average number of common       |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| shares                  used to compute net (loss)       |   |   |                                                         |   |   |                                                       |   |   |   |   |   |   |   |
| per                  weighted average share              |   |   | 15,002,300                                                   |   |   | 15,002,300                                                 |   |   | 15,002,300 |   |   | 15,002,300 |   |

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**RMD      TECHNOLOGIES, INC.**

**STATEMENTS      OF CASH FLOWS**

**(Unaudited)**

|                                                                     |   |   | **For                  the Six Months Ended November 30,** |   |
|--------------------------------------------------------------------------|--------|--------|------------------------------------------------------------|--------|
|                                                                     |   |   | **2006**                                                   |   |   | **2005** |   |
|                                                                     |   |   |                                                       |   |   |   |   |
| Operating                  Activities                                    |   |   |                                                       |   |   |   |   |
| Net                  income (loss)                                       |   | $      | (396,639                                                   | )      | $ | (128,299 | ) |
| Adjustments                  to reconcile net (loss) to                  |   |   |                                                       |   |   |   |   |
| cash                  (used in)operating activities:                     |   |   |                                                       |   |   |   |   |
| Depreciation                                                             |   |   | 2,461                                                      |   |   | 3,261 |   |
| Accretion                  of principal related to convertible debenture |   |   | 16,697                                                     |   |   |   |   |
| Changes                  in operating assets and liabilities:            |   |   |                                                       |   |   |   |   |
| Change                  in accounts receivable                           |   |   | (126                                                       | )      |   | 9,880 |   |
| Change                  in employee advances                             |   |   | (7,314                                                     | )      |   | -- |   |
| Change                  in prepaid expenses                              |   |   | 7,100                                                      |   |   | -- |   |
| Change                  in accounts payable and accrued liabilities      |   |   | 177,511                                                    |   |   | 56,559 |   |
| Change                  in deferred revenue                              |   |   | (9,600                                                     | )      |   | -- |   |
| Change                  in accrued interest within notes payable         |   |   | --                                                         |   |   | 6,990 |   |
| Net                  Cash Used in Operating Activities                   |   |   | (209,910                                                   | )      |   | (51,609 | ) |
|                                                                     |   |   |                                                       |   |   |   |   |
| Investing                  Activities                                    |   |   |                                                       |   |   |   |   |
| Purchase                  of equipment                                   |   |   | --                                                         |   |   | -- |   |
| Net                  Cash Used in Investing Activities                   |   |   | --                                                         |   |   | -- |   |
|                                                                     |   |   |                                                       |   |   |   |   |
| Financing                  Activities                                    |   |   |                                                       |   |   |   |   |
| Change                  in bank overdraft                                |   |   | 4,738                                                      |   |   | (1,286 | ) |
| Proceeds                  from stock issuance                            |   |   | --                                                         |   |   | -- |   |
| Proceeds                  from notes payable                             |   |   | 158,915                                                    |   |   | 51,044 |   |
| Proceeds                  from loans from related individuals            |   |   | 26,735                                                     |   |   | 11,206 |   |
| Proceeds                  from stock subscriptions                       |   |   | 24,970                                                     |   |   | -- |   |
| Payments                  made on capital leases                         |   |   | (5,448                                                     | )      |   | (4,106 | ) |
| Payments                  made on loans from related individuals         |   |   | --                                                         |   |   | (5,249 | ) |
| Net                  Cash Provided by Financing Activities               |   |   | 209,910                                                    |   |   | 51,609 |   |
|                                                                     |   |   |                                                       |   |   |   |   |
| Increase                  (decrease) in cash                             |   |   | --                                                         |   |   | -- |   |
| Cash                  at Beginning of the Period                         |   |   | --                                                         |   |   | -- |   |
|                                                                     |   |   |                                                       |   |   |   |   |
| Cash                  at End of Year of the Period                       |   | $      | --                                                         |   | $ | -- |   |
|                                                                     |   |   |                                                       |   |   |   |   |
|                                                                     |   |   |                                                       |   |   |   |   |
| Interest                  paid                                           |   | $      | 2,249                                                      |   | $ | -- |   |
| Taxes                  paid                                              |   | $      | --                                                         |   | $ | -- |   |

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**RMD      TECHNOLOGIES, INC.**

**NOTES      TO AUDITED FINANCIAL STATEMENTS**

**NOVEMBER      30, 2006**

**(Unaudited)**

**NOTE      1**
**SUMMARY      OF SIGNIFICANT ACCOUNTING POLICIES**

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**RMD      TECHNOLOGIES, INC.**

**NOTES      TO AUDITED FINANCIAL STATEMENTS**

**NOVEMBER      30, 2006**

**(Unaudited)**

**NOTE      2**
**NOTE      PAYABLE**

**NOTE      3**
**FUNDS      RECEIVED FOR FUTURE ISSUANCE OF 1,079,400 SHARES OF COMMON      STOCK**

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

*For      the Three Months Ended November 30, 2006 compared to the Three Months Ended      November 30, 2005.*

**Results      of Operations.**

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*For      the Six Months Ended November 30, 2006 compared to the Six Months Ended November      30, 2005.*

**Results      of Operations.**

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----

**Operating      Activities. **

**Financing      Activities. **

**Liquidity      and Capital Resources.**

----

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**Item      3. Controls and Procedures **

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**Part      II. OTHER INFORMATION **

**Item      1. Legal Proceedings**

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

**Item      3. Defaults Upon Senior Securities**

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

**Item      5. Other Information**

**Item      6. Exhibits.**

----

**SIGNATURES**

|                                        |                                                                                                                                                                                             |                                 |
|---------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
|                                        | **RMD              Technologies, Inc.**                                                                                                                                                          |
|                                   |                                                                                                                                                                                        |                            |
| Dated:              February 16, 2007  | By:                                                                                                                                                                                    | /s/              Patrick A. Galliher |
|                                        | Patrick                A. Galliher, President(Principal                Executive Officer) and Chief Financial Officer (Principal Accounting                and                Financial Officer) |

**EXHIBIT      INDEX **

| Number |   | Description                                                                                                                                                                                                                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1    |   | Articles                of Incorporation, dated May 17, 2001 (incorporated by reference to                Exhibit                3.1 of the Form 10-SB filed on January 7, 2005).                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 3.2    |   | Certificate                of Amendment of Articles of Incorporation, dated June 21, 2004                (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed                on                January 7, 2005).                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 3.2    |   | Bylaws,                dated June 20, 2001 (incorporated by reference to Exhibit 3.3 of                the Form                10-SB filed on January 7, 2005).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.1    |   | Securities                Purchase Agreement between the Company and La Jolla Cove Investors,                Inc.,                dated January 27, 2006 (incorporated by reference to Exhibit 4.1                of the                Form 8-K filed on February 6, 2006).                                          |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.2    |   | 7                3/4% Convertible Debenture issued to La Jolla Cove Investors, Inc.,                dated                January 27, 2006 (incorporated by reference to Exhibit 4.2 of the                Form 8-K                filed on February 6, 2006).                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.3    |   | Warrant                to Purchase Common Stock issued to La Jolla Cove Investors, Inc.,                dated                January 27, 2006 (incorporated by reference to Exhibit 4.3 of the                Form 8-K                filed on February 6, 2006).                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.4    |   | Registration                Rights Agreement between the Company and La Jolla Cove Investors,                Inc.,                dated January 27, 2006 (incorporated by reference to Exhibit 4.4                of the                Form 8-K filed on February 6, 2006).                                          |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.5    |   | Addendum                to Convertible Debenture and Warrant To Purchase Common Stock, dated                January 27, 2006 (incorporated by reference to Exhibit 4.5 of the                Form 8-K                filed on February 6, 2006).                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 4.6    |   | Continuing                Personal Guaranty issued by Patrick A. Galliher and Suzanne E. Galliher                in                favor of La Jolla Cove Investors, Inc., dated January 27, 2006                (incorporated by reference to Exhibit 4.6 of the Form 8-K filed on                February 6, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 10.1   |   | Promissory Note issued by the Company in favor of                Steven                J. Galliher, dated July 12, 2002 (incorporated by reference to Exhibit                10.1 of the Form 10-SB filed on January 7, 2005).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                  |
| 10.2   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher or Suzanne                E,                Galliher, dated November 17, 2002 (incorporated by reference to Exhibit                10.2 of the Form 10-SB filed on January 7,                2005).                              |

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| 10.3   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                November                17, 2003 (incorporated by reference to Exhibit 10.3 of the Form 10-SB                filed on January 7, 2005).                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                December                29, 2003 (incorporated by reference to Exhibit 10.4 of the Form 10-SB                filed on January 7, 2005).                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.5   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                January                9, 2004 (incorporated by reference to Exhibit 10.5 of the Form 10-SB                filed                on January 7, 2005).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.6   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                February                6, 2004 (incorporated by reference to Exhibit 10.6 of the Form 10-SB                filed                on January 7, 2005).                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                February                13, 2004 (incorporated by reference to Exhibit 10.7 of the Form 10-SB                filed on January 7, 2005).                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.8   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                March                22, 2003 (incorporated by reference to Exhibit 10.8 of the Form 10-SB                filed on January 7, 2005).                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9   |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                April                26, 2004 (incorporated by reference to Exhibit 10.9 of the Form 10-SB                filed on January 7, 2005).                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.10  |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                May 7,                2004 (incorporated by reference to Exhibit 10.10 of the Form 10-SB                filed                on January 7, 2005).                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.11  |   | Promissory                Note issued by the Company in favor of Patrick A. Galliher, dated                June 17,                2004 (incorporated by reference to Exhibit 10.11 of the Form 10-SB                filed                on January 7, 2005).                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.12  |   | Promissory                Note issued by the Company in favor of Ann Morrison, dated August                24,                2005(incorporated by reference to Exhibit 10.12 of the Form 10-SB/A                filed                on May 16, 2006).                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.13  |   | Consulting                Services Agreement between the Company, on the one hand, and De Joya&                Company, Inc. and Arthur De Joya, on the other hand, dated September                1,                2005 (incorporated by reference to Exhibit 10 of the Form 8-K filed                on                September 21, 2005).                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.14  |   | Amended                and Restated Consulting Services Agreement between the Company, on                the one                hand, and De Joya & Company, Inc. and Arthur De Joya, on the other                hand, dated February 28, 2006 (incorporated by reference to Exhibit                10 of                the Form 8-K/A filed on May 11, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 16     |   | Letter                on Change in Certifying Accountant (incorporated by reference to                Exhibit                16 of the Form 8-K filed on January 5, 2006).                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 31.1   |   | Certification                  of Principal Executive Officer pursuant to Rule 13a-14 and Rule                  15d-14(a),                  promulgated under the Securities and Exchange Act of 1934, as                  amended                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 31.2   |   | Certification                  of Principal Financial Officer pursuant to Rule 13a-14 and Rule                  15d 14(a),                  promulgated under the Securities and Exchange Act of 1934, as                  amended                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 32.1   |   | Certification                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section                  906 of                  the Sarbanes-Oxley Act of 2002 (Chief Executive                  Officer)                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 32.2   |   | Certification                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section                  906 of                  the Sarbanes-Oxley Act of 2002 (Chief Financial                  Officer)                                                                                                                                                 |

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