**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D. C. 20549**





**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 May 31, 2007





o
            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: 000-52552





**Disaster
      Preparedness Systems, Inc.**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            42-1712523(State
                or other jurisdiction of incorporation
              or
                organization)
            (I.R.S.
                Employer Identification No.)




3531
      Commercial Street


Vancouver,
      B.C. V5N 4E8 Canada


(604)
      785-0184


(Address
      of principal executive offices)




Val-U-Corp
      Services, Inc.


1802
      North Carson Street, Suite 212


Carson
      City, NV 89701


(775)
      887-8853


(Name,
      address and telephone number of agent for service)




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  
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes  
      o    No  
x




The
      Issuer had 12,706,600 shares of common stock issued and outstanding as of July
      18, 2007.





Transitional
      Small Business Disclosure Format (Check one): o Yes   x No







**Disaster
      Preparedness Systems, Inc.**


**(a
      Development Stage Company)**





**Form
      10-QSB**


**for
      the period ended May 31, 2007**





**Index**


**Page****Part
                  I. Financial Information**Item
                  1. Financial StatementsBalance
                  Sheets as of May 31, 2007 (unaudited) and November 30, 2006
                  (audited)
              
              
              1Interim
                  Statements of Operations for the three months ended May 31, 2007
                  and 2006
                  (unaudited)
              
              
              2Interim
                  Statements of Cash Flows for the three months ended May 31, 2007
                  and 2006
                  (unaudited)
              
              
              3Notes
                  to Interim Financial Statements (unaudited)
              
              
              4Item
                  2. Management’s Discussion and Analysis or Plan of
                  Operation
              
              
              11Item
                  3. Controls and Procedures
              
              
              13Note
                  on Forward Looking Statements
              
              
              13**Part
                  II. Other Information**Item
                  5. Other Information
              
              
              14Item
                  6. Exhibits
              
              
              14Signatures
              
              
              S-1Certifications









**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**BALANCE
      SHEETS**





(EXPRESSED
      IN US DOLLARS)





**May
                31,2007**
            
            **November
                30, 2006****(Unaudited)****ASSETS**CURRENT
                ASSETSCash
            
            $
            16,155
            
            $
            145,201Due
                from related party (Note 7(c))
            
            
            1,077
            
            
            -Inventory
            
            
            -
            
            
            25,921Prepaid
                expenses
            
            
            2,329
            
            
            65,505TOTAL
                ASSETS
            
            $
            19,561
            
            $
            236,627**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            128,489
            
            $
            16,534Accrued
                liabilities
            
            
            29,178
            
            
            69,802Due
                to related parties (Note 7(a))
            
            
            92,888
            
            
            24,398Registration
                rights liability (Note 6)
            
            
            -
            
            
            10,800Promissory
                notes - related parties (Notes 4 and 7)
            
            
            65,412
            
            
            12,466License
                fee payable (Note 3)
            
            
            81,860
            
            
            60,435Convertible
                debentures (Note 5)
            
            
            97,354
            
            
            28,211Total
                Current Liabilities
            
            
            495,181
            
            
            222,646License
                Fee Payable - (Note 3)
            
            
            95,000
            
            
            125,000Convertible
                Debentures (Note 5)
            
            
            7,220
            
            
            70,749TOTAL
                LIABILITIES
            
            
            597,401
            
            
            418,395COMMITMENTS
                AND CONTINGENCIES (NOTES 1, 3, AND 8)STOCKHOLDERS’
                DEFICITCommon
                stockAuthorized:
                50,000,000 common shares, par value $0.001Issued
                and outstanding: 12,706,600 and 12,577,000 common shares,
                respectively
            
            
            12,706
            
            
            12,577Additional
                paid-in capital
            
            
            1,029,931
            
            
            997,660Donated
                capital (Notes 7(a) and (b))
            
            
            58,000
            
            
            56,800Deficit
                accumulated during development stage
            
            
            (1,678,477
            )
            
            (1,248,805
            )Total
                Stockholders’ Deficit
            
            
            (577,840
            )
            
            (181,768
            )TOTAL
                LIABILITES AND STOCKHOLDERS’ DEFICIT
            
            $
            19,561
            
            $
            236,627




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




1


**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF OPERATIONS**


**(Unaudited)**





(EXPRESSED
      IN US DOLLARS)


**Accumulated
                    From November 30,********2004**
                  **(Date
                    of Inception) to May**
                
                **For
                    the Six Months**
                  **Ended**
                
                **For
                    the Three Months Ended****31,
                    2007**
                
                **May
                    31, 2007**
                
                **May
                    31, 2006**
                
                **May
                    31, 2007**
                
                **May
                    31, 2006**REVENUESSales
                
                $
                38,299
                
                $
                38,299
                
                $
                -
                
                $
                -
                
                $
                -Cost
                    of sales
                
                
                (35,214
                )
                
                (35,214
                )
                
                -
                
                
                -
                
                
                -Gross
                    profit
                
                
                3,085
                
                
                3,085
                
                
                -
                
                
                -
                
                
                -EXPENSESAuto
                    and travel
                
                
                32,155
                
                
                20,324
                
                
                1,963
                
                
                2,222
                
                
                1,073Consulting
                    and management fees (Note 7(a))
                
                
                708,134
                
                
                230,846
                
                
                109,930
                
                
                93,784
                
                
                81,608Donated
                    rent (Note 7(b))
                
                
                6,000
                
                
                1,200
                
                
                1,200
                
                
                600
                
                
                600Foreign
                    exchange
                
                
                18,918
                
                
                9,667
                
                
                7,587
                
                
                10,720
                
                
                6,073License
                    fee (Note 3)
                
                
                600,000
                
                
                -
                
                
                -
                
                
                -
                
                
                -Office
                    and general
                
                
                32,965
                
                
                21,112
                
                
                1,912
                
                
                10,272
                
                
                909Professional
                    fees
                
                
                162,493
                
                
                100,201
                
                
                10,270
                
                
                32,174
                
                
                10,270Research
                    and development
                
                
                66,868
                
                
                21,126
                
                
                3,512
                
                
                6,617
                
                
                1,2011,627,533
                
                
                404,476
                
                
                136,374
                
                
                156,389
                
                
                101,734NET
                    LOSS FROM OPERATIONS
                
                
                (1,624,448
                )
                
                (401,391
                )
                
                (136,374
                )
                
                (156,389
                )
                
                (101,734
                )Interest
                    income
                
                
                1,861
                
                
                391
                
                
                -
                
                
                24
                
                
                -Interest
                    expense and other finance costs
                
                
                (55,890
                )
                
                (28,672
                )
                
                (7,563
                )
                
                (3,801
                )
                
                (4,718
                )NET
                    LOSS FOR THE PERIOD
                
                $
                (1,678,477
                )
                $
                (429,672
                )
                $
                (143,937
                )
                $
                (160,166
                )
                $
                (106,452
                )NET
                    LOSS PER SHARE - BASIC AND DILUTED
                $
                (0.03
                )
                $
                (0.02
                )
                $
                (0.01
                )
                $
                (0.01
                )WEIGHTED
                    AVERAGE COMMON SHARES
                  OUTSTANDING
                
                12,631,000
                
                
                8,882,000
                
                
                12,663,000
                
                
                9,029,000


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




2


**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**





(EXPRESSED
      IN US DOLLARS)


**Accumulated
                  From November 30,********2004
                  (Date of Inception) to May 31, 2007**
              
              **For
                  the Six Months Ended May 31, 2007**
              
              **For
                  the Six Months Ended May 31, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss for the period
              
              $
              (1,678,477
              )
              $
              (429,672
              )
              $
              (143,937
              )Adjustments
                  to reconcile net loss to net cash from operating
                  activities:License
                  fees
              
              
              400,000
              
              
              -
              
              
              -Consulting
                  fees
              
              
              257,750
              
              
              63,301
              
              
              45,000Donated
                  rent and services
              
              
              58,000
              
              
              1,200
              
              
              1,200Finance
                  costs
              
              
              32,400
              
              
              21,600
              
              
              -Changes
                  in operating assets and liabilitiesInventory
              
              
              -
              
              
              25,921
              
              
              -Prepaid
                  expenses
              
              
              (2,329
              )
              
              (125
              )
              
              -Due
                  from related party
              
              
              (1,932
              )
              
              (1,077
              )
              
              (5,495
              )Accounts
                  payable and accrued liabilities
              
              
              160,369
              
              
              72,264
              
              
              4,394Due
                  to related parties
              
              
              92,888
              
              
              68,490
              
              
              (3,848
              )License
                  fee payable
              
              
              177,715
              
              
              (8,575
              )
              
              -NET
                  CASH FLOWS USED IN OPERATING ACTIVITIES
              
              
              (503,616
              )
              
              (186,673
              )
              
              (102,686
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from promissory notes, net of repayments
              
              
              57,670
              
              
              47,805
              
              
              21,786Proceeds
                  from convertible debentures
              
              
              138,161
              
              
              -
              
              
              63,181Proceeds
                  from issuance of common stock
              
              
              352,487
              
              
              -
              
              
              -Repayment
                  of convertible debentures
              
              
              (44,106
              )
              
              -
              
              
              -NET
                  CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              
              504,212
              
              
              47,805
              
              
              84,967EFFECT
                  OF EXCHANGE RATE CHANGES
              
              
              15,559
              
              
              9,822
              
              
              11,938INCREASE
                  (DECREASE) IN CASH
              
              
              16,155
              
              
              (129,046
              )
              
              (5,781
              )CASH,
                  BEGINNING OF PERIOD
              
              
              
              
              
              145,201
              
              
              20,814CASH,
                  END OF PERIOD
              
              $
              16,155
              
              $
              16,155
              
              $
              15,033NON-CASH
                  INVESTING AND FINANCING ACTIVITIESCommon
                  shares issued for license
              
              $
              400,000
              
              $
              -
              
              $
              -Common
                  shares issued for services
              
              $
              257,750
              
              $
              63,301
              
              $
              45,000SUPPLEMENTAL
                  DISCLOSURESInterest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -




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





3


**DISASTER
          PREPAREDNESS SYSTEMS INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO INTERIM FINANCIAL STATEMENTS**
 **May
          31, 2007**
 **(Unaudited)**


**NOTE
      1:**  **NATURE
      OF OPERATIONS AND CONTINUANCE OF BUSINESS**





Disaster
      Preparedness Systems Inc. (the “Company”) was incorporated November 30, 2004 in
      the State of Nevada. By way of a license agreement dated December 15, 2004
      and
      technology transfer agreement dated July 7, 2006, the Company acquired
      technologies and products in development from Duck Marine Systems, Inc.
      (“Duck”), a British Columbia research and development company located in British
      Columbia, Canada which has common directors and shareholders with the
      Company.





The
      Company will utilize the acquired technologies in connection with the design,
      manufacture, and marketing of equipment and technologies targeted to homeland
      security, disaster response, emergency preparedness, military and fire fighting
      applications, shipping, mining, industrial, transportation and environmental
      applications.





The
      Company is a Development Stage Company as defined by Statement of Financial
      Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development
      Stage Enterprises”. In a development stage company, management devotes most of
      its activities to developing a market for its products and services. These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has not generated any revenue and
      has
      never paid any dividends. The Company is unlikely to pay dividends or generate
      significant earnings in the immediate or foreseeable future. The continuation
      of
      the Company as a going concern and the ability of the Company to emerge from
      the
      development stage are dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity financing
      and to generate sustainable significant revenue. There is no guarantee that
      the
      Company will be able to raise sufficient equity financing or generate profitable
      operations. As at May 31, 2007, the Company has accumulated losses of $1,678,477
      since inception. These financial statements do not include any adjustments
      to
      the recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company be
      unable to continue as a going concern. These factors raise substantial doubt
      regarding the Company’s ability to continue as a going concern.





On
      December 20, 2006, the Company filed an SB-2 Registration Statement (“SB-2”)
      with the United States Securities and Exchange Commission (“SEC”), which was
      declared effective on April 4, 2007, to register up to 3,010,000 shares of
      common stock for the resale by existing shareholders from which the Company
      will
      not receive any proceeds. In addition, the SB-2 registered 3,010,000 shares
      of
      common stock from underlying warrants held by existing shareholders at $0.50
      per
      common stock for net proceeds of $1,505,000 to the Company. The SB-2 was
      declared effective on April 4, 2007. As at May 31, 2007, no underlying warrants
      have been exercised by the warrant holders.





**Unaudited
      Interim Financial Statements**




The
      accompanying unaudited interim financial statements have been prepared in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Form 10-QSB of Regulation S-B. They
      do
      not include all information and footnotes required by United States generally
      accepted accounting principles for complete financial statements. However,
      except as disclosed herein, there have been no material changes in the
      information disclosed in the notes to the financial statements for the year
      ended November 30, 2006 included in the Company's Registration Statement on
      Form
      SB-2 filed with the Securities and Exchange Commission. The interim unaudited
      financial statements should be read in conjunction with those financial
      statements included in the Form SB-2. In the opinion of management, all
      adjustments considered necessary for a fair presentation, consisting solely
      of
      normal recurring adjustments, have been made. Operating results for the six
      months ended May 31, 2007 are not necessarily indicative of the results that
      may
      be expected for the year ending November 30, 2007.





**NOTE
      2:**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**(a)**
            Basis
                of Presentation




These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in US dollars. The Company has not produced significant revenues from its
      principal business and is a development stage company as defined by Statement
      of
      Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by
      Development Stage Enterprises”. The Company’s fiscal year end is November 30.




4


**DISASTER
        PREPAREDNESS SYSTEMS INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO INTERIM FINANCIAL STATEMENTS**
 **May
        31, 2007**
 **(Unaudited)**


**NOTE
      2:**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**(b)**
            Use
                of Estimates




The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.




The
      Company regularly evaluates estimates and assumptions related to donated
      expenses and deferred income tax asset valuations. The Company bases its
      estimates and assumptions on current facts, historical experience and various
      other factors that it believes to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the carrying values
      of assets and liabilities and the accrual of costs and expenses that are not
      readily apparent from other sources. The actual results experienced by the
      Company may differ materially and adversely from the Company’s estimates. To the
      extent there are material differences between the estimates and the actual
      results, future results of operations will be affected.





**(c)**
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with a maturity of three months
      or less at the time of issuance to be cash equivalents.





**(d)**
            Inventory




Inventory
      consists of a hydraulic unit used for fire fighting and is valued at the lower
      of cost and net realizable value. Cost is determined on a first-in, first-out
      basis.





**(e)**
            Revenue
                recognition




The
      Company recognizes revenue in accordance with Securities and Exchange Commission
      Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
      Statements”. Revenue is recognized only when the price is fixed or determinable,
      persuasive evidence of an arrangement exists, the product is shipped, and collectibility
      is reasonably assured .





**(f)**
            Comprehensive
                Loss




SFAS
      No.
      130, “Reporting Comprehensive Income,” establishes standards for the reporting
      and display of comprehensive loss and its components in the financial
      statements. As at February 28, 2007, the Company has no items that represent
      a
      comprehensive loss and, therefore, has not included a schedule of comprehensive
      loss in the financial statements.





**(g)**
            Financial
                Instruments and Concentration Risk




The
      fair
      values of financial instruments which include cash, inventory, accounts payable,
      accrued liabilities, and amounts due to related parties were estimated to
      approximate their carrying value due to the immediate or relatively short
      maturity of these instruments.





**(h)**
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      "Earnings per Share", which requires presentation of both basic and diluted
      earnings per share (EPS) on the face of the income statement. Basic EPS is
      computed by dividing net income (loss) available to common shareholders
      (numerator) by the weighted average number of shares outstanding (denominator)
      during the period. Diluted EPS gives effect to all dilutive potential common
      shares outstanding during the period using the treasury stock method and
      convertible preferred stock using the if-converted method. In computing Diluted
      EPS, the average stock price for the period is used in determining the number
      of
      shares assumed to be purchased from the exercise of stock options or warrants.
      Diluted EPS excludes all dilutive potential shares if their effect is anti
      dilutive.





5




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**May
      31, 2007**


**(Unaudited)**


**NOTE
      2:**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**(i)**
            Long-Lived
                Assets




In
      accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, the Company tests long-lived assets or asset groups for
      recoverability when events or changes in circumstances indicate that their
      carrying amount may not be recoverable. Circumstances which could trigger a
      review include, but are not limited to: significant decreases in the market
      price of the asset; significant adverse changes in the business climate or
      legal
      factors; accumulation of costs significantly in excess of the amount originally
      expected for the acquisition or construction of the asset; current period cash
      flow or operating losses combined with a history of losses or a forecast of
      continuing losses associated with the use of the asset; and current expectation
      that the asset will more likely than not be sold or disposed significantly
      before the end of its estimated useful life. Recoverability is assessed based
      on
      the carrying amount of the asset and its fair value which is generally
      determined based on the sum of the undiscounted cash flows expected to result
      from the use and the eventual disposal of the asset, as well as specific
      appraisal in certain instances. An impairment loss is recognized when the
      carrying amount is not recoverable and exceeds fair value.





**(j)**
            Foreign
                Currency Translation




The
      Company’s functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      in accordance with SFAS No. 52 “Foreign Currency Translation”, using the
      exchange rate prevailing at the balance sheet date. Gains and losses arising
      on
      settlement of foreign currency denominated transactions or balances are included
      in the determination of income. Foreign currency transactions are primarily
      undertaken in Canadian dollars. The Company has not, to the date of these
      financials statements, entered into derivative instruments to offset the impact
      of foreign currency fluctuations.





**(k)**
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the
      Company is required to compute tax asset benefits for net operating losses
      carried forward. Potential benefit of net operating losses have not been
      recognized in these financial statements because the Company cannot be assured
      it is more likely than not it will utilize the net operating losses carried
      forward in future years.





**(l)**
            Stock
                Based Compensation




The
      Company records stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payments”. All transactions in which goods or services are the
      consideration received for the issuance of equity instruments are accounted
      for
      based on the fair value of the consideration received or the fair value of
      the
      equity instrument issued, whichever is more reliably measurable. Equity
      instruments issued to employees and the cost of the services received as
      consideration are measured and recognized based on the fair value of the equity
      instruments issued. As at February 28,, 2007, the Company has not granted any
      stock options.





**(m)**
            Recent
                Accounting Pronouncements




In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “The Fair Value Option for Financial Assets and Financial
      Liabilities-Including and amendment of FASB Statement No. 115”. SFAS No. 159
      permits entities to choose to measure many financial instruments and certain
      other items at fair value. SFAS No. 159 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007. As such, the Company
      is required to adopt these provisions at the beginning of the fiscal year ending
      February 28, 2009. The Company is currently evaluating the impact of SFAS No.
      159 on its financial statements.




In
      September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements
      No. 87, 88, 106 and 132 (R)” SFAS No. 158 requires employers to recognize the
      over funded or under funded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its statement
      of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets of a not-for-profit organization. SFAS No.
      158 also requires an employer to measure the funded status of a plan as of
      the
      date of its year-end statement of financial position, with limited exceptions.
      The provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. As such, the Company is required to adopt these provisions effective
      this
      fiscal year end. The adoption of this statement has no material effect on the
      Company’s reported financial position or results of operations.




6


**DISASTER
        PREPAREDNESS SYSTEMS INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO INTERIM FINANCIAL STATEMENTS**
 **May
        31, 2007**
 **(Unaudited)**


**NOTE
      2:**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**(m)**
            Recent
                Accounting Pronouncements
                (continued)




In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements”. SFAS No. 157* defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (“GAAP”), and expands disclosures about fair
      value measurements. SFAS No. 157 is effective f or
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. As such, the Company is required
      to adopt these provisions at the beginning of the fiscal year ending February
      28, 2009. The Company is currently evaluating the impact of SFAS No. 157 on
      its
      financial statements.




In
      June
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in
      income taxes by prescribing a two-step method of first evaluating whether a
      tax
      position has met a more likely than not recognition threshold and second,
      measuring that tax position to determine the amount of benefit to be recognized
      in the financial statements. FIN 48 provides guidance on the presentation of
      such positions within a classified statement of financial position as well
      as on
      derecognition, interest and penalties, accounting in interim periods,
      disclosure, and transition. FIN 48 is effective for fiscal years beginning
      after
      December 15, 2006. The adoption of this standard is not expected to have a
      material effect on the Company’s results of operations or financial
      position.





**NOTE
      3:**  **LICENSE
      AGREEMENT**





Pursuant
      to a Licensing Agreement (the “License”) dated December 15, 2004 between the
      Company and Duck, the Company acquired an indefinite, exclusive world-wide
      license to develop, manufacture and market certain proprietary technologies
      and
      products developed by Duck. The License consisted primarily of proprietary
      technologies and products targeted to homeland security, disaster response,
      emergency preparedness, military and fire fighting applications, shipping,
      mining, industrial, transportation and environmental applications.





In
      consideration for the License, the Company issued 8,000,000 restricted shares
      of
      common stock having a fair value of $400,000 and agreed to pay a further
      $200,000 on execution of the licensing agreement, of which $176,860 remain
      unpaid as at May 31, 2007.





Effective
      July 7, 2006, the Company and Duck entered into a Technology Transfer Agreement
      (the “Transfer Agreement”) relating to the above licensed proprietary
      technologies and products. The effect of the Transfer Agreement was to (i)
      more
      accurately describe the products and technologies acquired, (ii) amend the
      terms
      of payment of the $200,000 portion of the original consideration and (iii)
      to
      define the transaction as an outright transfer of all rights and title of the
      proprietary technology rather than an exclusive, indefinite license.





Under
      the
      terms of the Transfer Agreement, the $200,000 became payable as follows: $15,000
      upon closing by the Company of an equity financing of $500,000 or more, and
      thereafter at a rate of $15,000 at the beginning of each quarter following
      the
      closing of the equity financing. Effective September 1, 2006, the Company
      completed an equity financing in excess of $500,000 and triggered the Transfer
      Agreement payment schedule. The Company and Duck agreed to apply a total of
      $14,565 in prior advances from the Company to Duck against amounts owing under
      the Transfer Agreement and $8,575 was repaid during the period, leaving a
      balance owing of $176,860 as at May 31, 2007.





Under
      the
      terms of the Transfer Agreement, the repayment schedule for the original
      consideration is as follows:





2007
            
            $
            51,8602008
            
            $
            60,0002009
            
            $
            60,0002010
            
            $
            5,000





The
      Company expensed the $600,000 license fee when incurred as future cash flows
      in
      connection with this license are not determinable and accordingly the carrying
      value of this intangible asset is considered impaired in accordance with the
      provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of
      Long-Lived Assets”.




7




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**May
      31, 2007**


**(Unaudited)**


**NOTE
      4:**  **PROMISSORY
      NOTES**





During
      the years ended November 30, 2006 and 2005, the Company obtained unsecured
      loans
      by way of promissory notes totaling $31,826 and bearing interest at 12.5% per
      annum. During the six months ended May 31, 2007, the Company obtained a further
      $51,239 (CDN $55,000) of unsecured loans by way of promissory notes payable
      on
      demand and bearing interest at 12.5% per annum. As at May 31, 2007, the Company
      owes $65,412 (CDN $70,213) (November 30, 2006 - $12,466 (CDN $14,140)) in
      principal and accrued interest in connection with these promissory
      notes.





These
      promissory notes and accrued interest are owing to certain directors of the
      Company and accordingly, have been classified as due to related
      parties.





**NOTE
      5:**  **CONVERTIBLE
      DEBENTURES**





As
      at May
      31, 2007, the Company has issued and outstanding Series A Debentures
      (“Series A”), of $104,574 (November 30, 2006 - $98,960) and accrued interest of
      $21,998 (November 30, 2006 - $14,649) which has been recorded as accrued
      liabilities. The Series A notes are unsecured, bear interest at 12.5% per annum,
      and mature between September 23, 2007 and July 17, 2008. The Company may repay
      any or all of the outstanding principal and interest prior to maturity without
      penalty. The unpaid principal and interest is convertible into common shares
      of
      the Company for a 30 day period commencing upon the Company successfully
      completing a public offering (the “IPO”). The price at which the unpaid
      principal and interest is convertible will be equal to one-half the price at
      which shares of the Company’s common stock are issued as part of the
      IPO.





In
      accordance with the provisions of EITF 98-5 “Accounting for Convertible
      Securities with Beneficial Conversion Features or Contingently Adjustable
      Conversion Ratios”, upon completion of the IPO, the Company will record, as a
      charge to operations in the period, the intrinsic value beneficial conversion
      feature inherent in these convertible debentures. As at February 28, 2007,
      the
      intrinsic value beneficial conversion feature is estimated to be $104,574
      (November 30, 2006 - $98,960), which is limited to the value of the convertible
      debentures.





**NOTE
      6:**  **COMMON
      STOCK**





**Common
      stock transactions for the six month period ended May 31,
      2007**




On
      January 15, 2007 and April 15, 2007, the Company issued 43,200 units and 86,400
      units, respectively, a combined fair value of $32,400 in connection with the
      penalty provision of the private placement financing, as described below. Each
      unit consists of one common share of the Company and one common stock purchase
      warrant entitling the holder to acquire an additional common share of the
      Company at a price of $0.50 per share for a period of 5 years following the
      final closing of the financing.





**Common
      stock transactions for the year ended November 30, 2006**




On
      March
      1, 2006, the Company issued 300,000 restricted shares of common stock at $0.15
      per common share for consulting services with a fair value of
      $45,000.





On
      September 1, 2006, the Company completed a private placement of 2,160,000 units
      at a price of $0.25 per unit for gross proceeds of $540,000. Each unit consists
      of one common share of the Company and one common stock purchase warrant
      entitling the holder to acquire an additional common share of the Company at
      a
      price of $0.50 per share for a period of 5 years following the final closing
      of
      the financing. In connection with this financing, the Company paid a placement
      agent fee of $54,000 and other legal and related share issuance costs of
      $134,245. Under the terms of the financing subscriptions, the Company is
      required to register the private placement shares and underlying warrants by
      way
      of a Registration Statement filed with the United States Securities and Exchange
      Commission. If the Company fails to meet certain deadlines with respect to
      (i)
      the timing of the filing of the SB-2; (ii) the date of the initial effectiveness
      of the SB-2; and (iii) the duration of the effectiveness of the SB-2, the number
      of private placement shares and warrants will be increased by a rate of 2%
      per
      month over the deadlines, to a maximum of 16%. As at November 30, 2006, the
      Company failed to file the initial SB-2 before the allotted deadline of the
      private placement and incurred a 2% penalty, or 43,200 additional units of
      the
      private placement, at $0.25 per unit with a fair value of $10,800. During the
      period ended May 31, 2007, the Company’s SB-2 was declared effective subsequent
      to having incurred an additional 4% penalty, or 86,400 additional units of
      the
      private placement, at $0.25 per unit with a fair value of $21,600 which was
      recorded as a finance fee during the period. As described above, the total
      additional units incurred were issued during the period.





8


**DISASTER
        PREPAREDNESS SYSTEMS INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO INTERIM FINANCIAL STATEMENTS**
 **May
        31, 2007**
 **(Unaudited)**


**NOTE
      6:**  **COMMON
      STOCK (continued)**





Common
      stock transactions for the year ended November 30, 2006 (continued)





As
      part
      of the private placement, the Company also issued 250,000 common shares at
      $0.25
      per share as a placement fee with a fair value of $62,500.





On
      September 1, 2006, the Company issued 850,000 units in exchange for corporate
      advisory services to be provided over a one-year period ended March 14, 2007.
      Each unit consists of one common share of the Company and one common stock
      purchase warrant entitling the holder to acquire an additional common share
      of
      the Company at a price of $0.50 per share for a period of 5 years. The fair
      value of these units, which do not have registration rights provisions, has
      been
      recorded as deferred compensation of $170,000 and has been amortized on a
      straight-line basis over the service period.





Effective
      November 15, 2006, the Company awarded a total of 285,000 restricted shares
      of
      common stock under the Stock option plan, as described below. These shares
      were
      issued in connection with various consulting agreements and the fair value
      of
      the shares was recorded as prepaid expense totaling $42,750 and has been
      amortized on a straight-line basis over the respective service
      periods.





**Warrants**




The
      following table summarizes the continuity of the Company’s
      warrants:





Number
                of
              Warrants
            
            Weighted
              Average
              Exercise
              PriceBalance,
                November 30, 2006
            
            
            3,010,000
            
            $
            0.50Issued
                during the period
            
            
            129,600
            
            $
            0.50Exercised
                during the period
            
            
            —
            
            
            —Balance,
                May 31, 2007
            
            
            3,139,600
            
            $
            0.50




Number
                of
              Warrants
            
            Expiry
                DateWarrants
                outstanding, May 31, 2007
            
            
            3,139,600
            
            
            September
                1, 2011





**Stock
      option plan**




Effective
      August 28, 2006, the Company adopted the Disaster Preparedness Systems, Inc.
      2006 Incentive Plan (the “Plan”). The Plan allows for the award of Incentive
      Stock Options, Nonqualified Stock Options or restricted shares in order to
      advance the interests of the Company and encourage ownership in the Company
      by
      employees, consultants and directors of the Company. A maximum of 1,850,000
      shares are issuable under the Plan with terms, conditions and restrictions
      determined at the discretion of the Board provided that options are not to
      be
      granted at less than fair market value and for terms greater than ten years.
      A
      total of 1,565,000 common shares remain for future issuances under the Plan.




9


**DISASTER
        PREPAREDNESS SYSTEMS INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO INTERIM FINANCIAL STATEMENTS**
 **May
        31, 2007**
 **(Unaudited)**


**NOTE
      7:**  **RELATED
      PARTY TRANSACTIONS**





(a)
            During
                the six month period ended May 31, 2007, the Company incurred $151,899
                (2006 - $57,958) in consulting and management fees to certain directors
                and relatives of certain directors of the Company. As at May 31,
                2007, the
                Company owes $92,243 (November 30, 2006 - $24,398) of consulting
                and
                management fees and $645 (November 30, 2006 - $nil) in travel
                reimbursements which are unsecured, non-interest bearing and due
                on
                demand.





(b)
            During
                the six month period ended May 31, 2007, the Company incurred $1,200
                (2006
                - $1,200) of rent expense that was donated by a director of the Company
                at
                a rate of $200 per month. The amount has been recorded as donated
                capital.





(c)
            During
                the six month period ended May 31, 2007, the Company advanced $1,077
                (2006
                - $Nil) to a relative of a director. The amount is unsecured, non-interest
                bearing and due on demand.





(d)
            Refer
                to Note 8 regarding employment agreements with two Directors of the
                Company.





(e)
            Refer
                to Note 4 regarding proceeds received from related parties pursuant
                to
                promissory notes. In addition, during the three months ended May
                31, 2007,
                the Company obtained a further $47,805 of unsecured loans by way
                of
                promissory notes payable on demand and bearing interest at 12.5%
                per annum
                from Ronald Rennie, a director of the
                Company.





**NOTE
      8:**  **COMMITMENTS**





On
      December 30, 2004, the Company entered into Employment Agreements (the
“Agreements”) with two Directors of the Company for annual salaries of $120,000
      for each of the Directors. Each of the Agreements is for a term of 5 years
      from
      the effective date, subject to automatic one year renewals if no amendments
      or
      cancellations are made to the Agreements. Under the terms of the Agreements,
      the
      management salaries commence upon completion by the Company of a minimum of
      $500,000 of debt or equity financing. On September 1, 2006, the Company
      completed a private placement financing for proceeds of $540,000 (Refer to
      Note
      6) which activated the effective date of the Agreement. For the six months
      ended
      May 31, 2007, the Company recorded management salaries of $120,000, of which
      $92,243 (November 30, 2006 - $24,398) remains outstanding (Refer to Note 7(a)).





10


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




The
      following discussion and analysis should be read in conjunction with the Interim
      Financial Statements and Notes thereto included elsewhere in this Form 10-QSB.
      This discussion contains certain forward-looking statements that involve risks
      and uncertainties. The Company’s actual results and the timing of certain events
      could differ materially from those discussed in these forward-looking statements
      as a result of certain factors, including, but not limited to, those set forth
      herein and elsewhere in this Form 10-QSB.




**For
      the six months ended May 31, 2007 compared to the six months ended May 31,
      2006**




**Results
      of Operations**





We
      recorded a net loss of $401,391 for the six months ended May 31, 2007 as
      compared to a net loss of $136,374 for the six months ended May 31, 2006. The
      increase in net loss was due primarily to an increase in consulting and
      management fees of $120,916 and an increase in professional fees of $89,931.





Revenues
      and cost of sales for the six months ended May 31, 2007 were $38,299 and $35,214
      respectively as compared to $NIL for the six months ended May 31,
      2007.





Operating
      expenses totaled $404,476 for the six months ended May 31, 2007 as compared
      to
      $136,374 for the six months ended May 31, 2007. Operating expenses are made
      up
      of auto and travel expenses of $18,361, consulting and management fees
      (including $52,624 of non-cash consulting fees on the fair value of shares
      issued for consulting services) of $120,916, foreign exchange gains and losses,
      office and general expenses, professional fees of $89,931, donated rent
      (resulting from office space provided rent free to us by a director), and
      research and development costs of $17,614.





Interest
      expense and other finance costs were $28,672 for the six months ended May 31,
      2007 as compared to $7,563 for the six months ended May 31, 2006, an increase
      of
      $21,109 resulting primarily from a non-cash finance fee of $21,000 being the
      cost of SB-2 late filing penalties incurred in connection with the financing
      completed during the fourth quarter of 2006.





**Liquidity
      and Capital Resources**




As
      at May
      31, 2007, we had current and total assets of $19,561 as compared to $236,627
      as
      at November 30, 2006, a decrease of $217,066. Total assets as at November 30,
      2006 consists of cash on hand of $145,201, inventory of $25,921 and prepaid
      expenses of $65,505 as compared to cash on hand of $16,155, inventory of $NIL
      ,
      prepaid expenses of $2,329, and monies due from related parties of $1,077 as
      at
      May 31, 2007.





As
      at May
      31, 2007, we had current liabilities of $495,181 and total liabilities of
      $597,401 as compared to current liabilities of $222,646 and total liabilities
      of
      $418,395 as at November 30, 2006. The increase in current liabilities at May
      31,
      2007 is attributable primarily to an increase in accounts payable of $111,955,
      an increase in amounts due to related parties of $121,436, an increase in
      the current portion of the convertible debentures of $69,143, and an increase
      in
      license fee payable of $21,425. The later two amounts were reclassified from
      long term to current.





As
      a
      result, we had a working capital deficit of $475,620 as at May 31, 2007 as
      compared to working capital of $13,981 as at November 30, 2006.





We
      currently believe we will require approximately a minimum of $3 million over
      the
      next twelve months in carrying out our plan of operations, subject to the
      availability of additional financing. To date we have had limited revenue to
      provide incoming cash flows to sustain future operations. The ability of our
      company to emerge from the development stage with respect to any planned
      principal business activity is dependent upon its our efforts to enter into
      the
      market place, signing distribution and joint venture agreements, to raise
      additional equity financing and generate revenue, cash flow and attain
      profitable operations. There can be no assurance that we will be able to
      complete any of the above objectives. These factors raise substantial doubt
      regarding our ability to continue as a going concern. The financial statements
      contained within this prospectus have been prepared on a going concern basis,
      which implies we will continue to realize its assets and discharge its
      liabilities in the normal course of business. From inception through May 31,
      2007, we had accumulated losses of $1,678,477. The financial statements do
      not
      include any adjustments to the recoverability and classification of recorded
      asset amounts and classification of liabilities that might be necessary should
      the Company be unable to continue as a going concern.





11




*Operating
      Activities*





Operating
      activities for the six months ended May 31, 2007 used cash of $186,673 as
      compared to $102,686 for the six months ended May 31, 2007, which reflect our
      recurring operating losses. Operating activities have primarily used cash as
      a
      result of the development of our technology and organizational activities such
      as ongoing consulting, management and professional fees.




*Investing
      Activities*





There
      were no investing activities for each of the six month periods ended May 31,
      2007 and 2006 and for the period from November 30, 2004 (inception) to May
      31,
      2007.





*Financing
      Activities*





As
      we
      have had limited revenues since inception, we have financed our operations
      to
      date primarily through debt and equity financing. For the six months ended
      May
      31, 2007, cash provided by financing activities totaled $47,805 as compared
      to
      $84,967 for six months ended May 31, 2006. Cash provided by financing activities
      for the six months ended May 31, 2006 consisted primarily of; (i) proceeds
      from
      promissory notes of $47,805 .





**Critical
      Accounting Policies**





Our
      financial statements and accompanying notes have been prepared in accordance
      with United States generally accepted accounting principles applied on a
      consistent basis. The preparation of financial statements in conformity with
      U.S. generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, the disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting periods.





We
      regularly evaluate the accounting policies and estimates that we use to prepare
      our financial statements. In general, management’s estimates are based on
      historical experience, on information from third party professionals, and on
      various other assumptions that are believed to be reasonable under the facts
      and
      circumstances. Actual results could differ from those estimates made by
      management.





We
      believe that our critical accounting policies and estimates are as follows:





*Use
      of Estimates*





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      The
      actual results experienced by the Company may differ materially and adversely
      from the Company’s estimates. To the extent there are material differences
      between the estimates and the actual results, future results of operations
      will
      be affected.





*Long-Lived
      Assets*





In
      accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, the carrying value of intangible assets and other long-lived
      assets is reviewed on a regular basis for the existence of facts or
      circumstances that may suggest impairment. The Company recognizes impairment
      when the sum of the expected undiscounted future cash flows is less than the
      carrying amount of the asset. Impairment losses, if any, are measured as the
      excess of the carrying amount of the asset over its estimated fair
      value.





12


*Foreign
      Currency Translation*





Our
      functional and reporting currency is the United States dollar. Monetary assets
      and liabilities denominated in foreign currencies are translated in accordance
      with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate
      prevailing at the balance sheet date. Gains and losses arising on settlement
      of
      foreign currency denominated transactions or balances are included in the
      determination of income. Foreign currency transactions are primarily undertaken
      in Canadian dollars. We have not, to the date of the financials statements
      included in this prospectus, entered into derivative instruments to offset
      the
      impact of foreign currency fluctuations.





*Revenue
      Recognition*





We
      recognize revenue in accordance with Securities and Exchange Commission Staff
      Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
      Statements.” Revenue will be recognized only when the price is fixed or
      determinable, persuasive evidence of an arrangement exists, the service is
      provided and collectibility is reasonably assured.





**ITEM
      3. Controls and Procedures**





The
      Company’s Chief Executive Officer and Chief Financial Officer (collectively, the
“Certifying Officers”) are responsible for establishing and maintaining
      disclosure controls and procedures for the Company. Such officers have concluded
      (based on their evaluation of these controls and procedures as of a date within
      90 days of the filing of this report) that the Company’s disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      by
      the Company in this report is accumulated and communicated to the Company’s
      management, including its principal executive officers as appropriate, to allow
      timely decisions regarding required disclosures.





The
      Certifying Officers also have indicated that there were no significant changes
      in the Company’s internal controls or other factors that could significantly
      affect such controls subsequent to the date of their evaluation, and there
      were
      no corrective actions with regard to significant deficiencies and material
      weaknesses.





**NOTE
      ON FORWARD-LOOKING STATEMENTS**





The
      information set forth in this Report on Form 10-QSB under the Section
“Management’s Discussion and Analysis or Plan of Operation” and elsewhere relate
      to future events and expectations and as such constitute “Forward-Looking
      Statement” within the meaning of the Private Securities Litigation Act of 1995.
      The words “believes,” “anticipates,” “plans,” “expects,” and similar expressions
      in this report are intended to identify forward-looking statements. Such
      forward-looking statements involve known and unknown risks, uncertainties,
      and
      other factors which may cause the actual results, performance or achievements
      of
      the Company to materially differ from any future results, performance, or
      achievements expressed or implied by such forward-looking statements and to
      vary
      significantly from reporting period to reporting period. “Such factors include,
      among others, those listed under the caption “Risk Factors” included in the
      Company’s registration statement on Form SB-2 (File No. 333-139528) and
      other
      factors detailed from time to time in the Company’s other filings with the
      Securities and Exchange Commission. Although management believes that the
      assumptions made and expectations reflected in the forward-looking statements
      are reasonable, there is no assurance that the underlying assumptions will,
      in
      fact, prove to be correct or that actual future results will not be different
      from the expectations expressed in this report.





13


**PART
      II. OTHER INFORMATION**





**Item
      5. Other Information.**





*Distribution
      by Duck Marine*





In
      April
      2007, the shareholders of our majority shareholder, Duck Marine Systems Inc.
      (“Duck”), approved the pro rata distribution of all shares of our common stock
      then owned by Duck, constituting 8,000,000 shares of the our common stock,
      to
      the Duck shareholders, some of whom are executive officers and directors of
      DPSI. The transaction is exempt from registration in reliance upon Regulation
      S
      under the Securities Act of
      1933,
      as amended. The distribution is expected to be undertaken in the second half
      of
      2007.





*Business
      Update*





In
      late
      January 2007, we met with elected officials representing the State of Arkansas
      and the City of Camden, Arkansas, and officials of the Arkansas Department
      of
      Economic Development. Discussions focused on the company locating its
      manufacturing operations in the City of Camden, and the extent to which the
      State of Arkansas could provide industrial revenue bonds to support the
      operations. Discussions with State and City officials are on-going and have
      expanded to include the prospect of joint ventures with Camden area businesses.
      These discussions are continuing.





We
      believe the opportunities in Arkansas will give us an opportunity to set up
      manufacturing while also creating additional cash-flow by undertaking contract
      work for the defense industry. It is also possible that we could establish
      a
      training /demonstration facility in Camden. These discussions are also
      on-going.





In
      keeping with management’s plans, we exhibited at the Fire East Conference and
      Exposition in Jacksonville Florida January 26 and 27, 2007, where we displayed
      a
      full compliment of equipment, including our USAR training trailer, hydraulic
      power module, amphibious utility vehicle, DP500 high output pump, Hycon
      hydraulic hand tools and the LifeGuard people detector. The response to our
      equipment was positive and the knowledge learned has greatly assisted us in
      determining our marketing approach to the fire and rescue market. Trade shows
      are very seldom the location to sell equipment; however, we believe that they
      do
      however create leads for future potential sales. We are following up on sales
      leads at this time. As evidenced by the comments at the trade show, we need
      to
      implement demo teams in the field in order to follow up on potential sales.
      We
      believe this will facilitate providing customers with very specific
      demonstrations in their chosen environments and in some cases hands-on testing.





We
      plan
      exhibit to exhibit at two more trade shows late in the third quarter of 2007.
      At
      such time as our securities become publicly-traded on the OTC Bulletin Board
      (which is expected in July or August 2007, but of which no assurances can be
      given), we will seek to raise additional funds from third parties and will
      dedicate funds towards creating demonstration teams which will each be equipped
      with disaster preparedness trucks, amphibious utility vehicles, high output
      pumps, hydraulic tools, and USAR training trailers.





**Item
      6. Exhibits.**


Number
              
              Description31.1
              
              Certification
                  Pursuant To Sarbanes-Oxley Section 30231.2
              
              Certification
                  Pursuant To Sarbanes-Oxley Section 30232.1
              
              Certification
                  Pursuant To 18 U.S.C. Section 1350 (*)32.2
              
              Certification
                  Pursuant To 18 U.S.C. Section 1350
                  (*)




*
            A
                signed original of this written statement required by Section 906
                has been
                provided to the Company and will be retained by the Company and furnished
                to the Securities and Exchange Commission or its staff upon
                request.





14


**SIGNATURES**





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




Disaster
                Preparedness Systems, Inc.,Date:July
              20, 2007
            By:
            /s/
                Mark J. HenricksonMark
                J. Henrickson
              President
                and CEO
              (Principal
                Executive Officer)




Date:July
              20, 2007
            By:
            /s/
                Fredric W.D. JuzdaFredric
                W.D. Juzda
              Chief
                Financial Officer
              (Principal
                Financial Officer)




S-1