UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





FORM
      10-QSB


(Mark
      One)





**x**
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
                OF
                1934





For
      the
      quarterly period ended March 31, 2008





OR





**£**
            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 333-140204





IntelliHome,
      Inc .


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





Texas
            76-0672176(State
                or other jurisdiction of
            (IRS
                Employerincorporation
                or organization)
            Identification
                No.)





5150
      Franz Road, Suite 100, Katy, Texas 77493


(Address
      of principal executive offices)(Zip Code)





(281)
      391-4199


(Registrant's
      telephone number, including area code)








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





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





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





As
      of
      March 31, 2008, we had 25,942,000 shares of $0.001 par value Common Stock
      outstanding.





Transitional
      Small Business Disclosure Format (check one)   Yes   ̈  No  x








IntelliHome,
      Inc .





FORM
      10-QSB





INDEX


Page No.PART
                  I. FINANCIAL INFORMATIONItem
                  1. Financial Statements (Unaudited)
              3Balance
                  Sheet as of March 31, 2008
              3Statements
                  of Operations for the three months ended March 31, 2008 and
                  2007
              4Statements
                  of Cash Flows for the three months ended March 31, 2008 and
                  2007
              5Notes
                  to Financial Statements
              7Item
                    2. Management's Discussion and Analysis of Financial Condition
                    and Results
                    of Operations
              10Item
                  3. Controls and Procedures
              15PART
                  II OTHER INFORMATIONItem
                  6. Exhibits
              16





PART
      I -
      FINANCIAL INFORMATION




ITEM
      1.  Financial
      Statements (Unaudited)





IntelliHome,
      Inc.


BALANCE
      SHEET


March
      31,
      2008


(Unaudited)





ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            9,130Accounts
                receivable, net of allowance for doubtful accounts of $385
            
            
            46,780Inventories
            
            
            17,614Prepaid
                expenses
            
            
            1,701Total
                current assets
            
            
            75,225PROPERTY
                AND EQUIPMENT, NET
            
            
            5,928Total
                assets
            
            $
            81,153LIABILITIES
                AND SHAREHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                payable
            
            $
            84,615Credit
                cards payable
            
            
            96,295Payroll
                and other accrued liabilities
            
            
            79,423Sales
                tax payable
            
            
            8,384Notes
                payable
            
            
            67,658Unearned
                revenue on contracts and service agreements
            
            
            7,985Total
                current liabilities
            
            
            344,360NON-CURRENT
                LIABILITIESUnearned
                revenue on contracts and service agreements
            
            
            4,085Total
                liabilities
            
            
            348,445COMMITMENTS
                AND CONTINGENCIES
            
            
            -SHAREHOLDERS’
                DEFICITPreferred
                stock, $0.001 par value; 20,000,000 shares authorized:Series
                A convertible preferred stock, 6,000,000 shares authorized and issued;
                3,833,000 shares outstanding, $191,650 liquidation value, no redemption
                value
            
            
            3,833Series
                B convertible preferred stock, 2,700,000 shares authorized and issued;
                225,000 shares outstanding, $22,500 liquidation value, no redemption
                value
            
            
            225Common
                stock, $0.001 par value; 100,000,000 shares authorized; 25,942,000
                shares
                issued and outstanding
            
            
            25,942Additional
                paid-in capital
            
            
            557,298Retained
                deficit
            
            
            (
                854,590
            )Total
                shareholders’ deficit
            
            
            (
                267,292
            )Total
                liabilities and shareholders’ deficit
            
            $
            81,153




The
      accompanying notes are an integral part of these  unaudited
      financial statements


3


IntelliHome,
      Inc.


STATEMENTS
      OF OPERATIONS


(Unaudited)





Three Months Ended March 31,2008
            
            2007REVENUES:Installation
                and monitoring revenues
            
            $
            156,233
            
            $
            241,795EXPENSES:Cost
                of monitoring and installation
            
            
            82,865
            
            
            113,221Compensation
                and benefits
            
            
            109,133
            
            
            121,350Truck
                expenses
            
            
            17,373
            
            
            16,894Truck
                expenses - related party
            
            
            1,875
            
            
            1,875General
                and administrative
            
            
            39,959
            
            
            57,060TOTAL
                EXPENSES
            
            
            251,205
            
            
            310,400LOSS
                FROM OPERATIONS
            
            
            (94,972
            )
            
            (68,605
            )OTHER
                INCOME / EXPENSEInterest
                income
            
            
            -
            
            
            261Other
                income
            
            
            30
            
            
            3,257Gain
                on sale/abandonment of assets
            
            
            89,067
            
            
            -Interest
                expense and finance charges
            
            
            (7,338
            )
            
            (5,896
            )TOTAL
                OTHER INCOME (EXPENSES)
            
            
            81,759
            
            
            (2,378
            )PROVISION
                FOR INCOME TAXES
            
            
            -
            
            
            -NET
                LOSS
            
            
            (13,213
            )
            
            (70,983
            )Preferred
                dividends accrued
            
            
            (449
            )
            
            (5,202
            )NET
                LOSS AVAILABLE TOCOMMON
                SHARES
            
            $
            (13,662
            )
            $
            (76,185
            )Basic
                and diluted net loss per share
            
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average shares
            
            
            25,445,220
            
            
            21,293,000





The
      accompanying notes are an integral part of these unaudited financial
      statements


4





IntelliHome,
      Inc.


STATEMENTS
      OF CASH FLOWS


(Unaudited)


For the Three Months Ended
                March 31,2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (13,213
              )
              $
              (70,983
              )Adjustments
                  to reconcile net lossto net cash used in operating
                  activitiesDepreciation
                  and amortization
              
              
              635
              
              
              1,370Non-cash
                  expenses
              
              
              4,695
              
              
              49,398Gain
                  on abandonment of assets
              
              
              (2,406
              )
              
              -Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (3,447
              )
              
              1,553Inventories
              
              
              (1,766
              )
              
              1,005Prepaid
                  expense
              
              
              980
              
              
              (5,034
              )Accounts
                  payable
              
              
              9,755
              
              
              (4,469
              )Credit
                  cards payable
              
              
              (884
              )
              
              (1,825
              )Payroll,
                  sales tax and other accrued liabilities
              
              
              (217
              )
              
              (22,148
              )Unearned
                  revenue on contracts
              
              
              3,146
              
              
              (744
              )NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (2,722
              )
              
              (51,877
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESCash
                  received from abandonment of assets
              
              
              3,406
              
              
              -NET
                  CASH PROVIDED BY INVESTING ACTIVITIES
              
              
              3,406
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESSale
                  of common and preferred stock
              
              
              -
              
              
              45,000Principal
                  payment on notes payable
              
              
              (2,500
              )
              
              (23,795
              )NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              
              
              (2,500
              )
              
              21,205NET
                  DECREASE IN CASH
              
              
              (1,816
              )
              
              (30,672
              )Cash,
                  beginning of period
              
              
              10,946
              
              
              77,557Cash,
                  end of period
              
              $
              9,130
              
              $
              46,885





The
      accompanying notes are an integral part of these unaudited financial
      statements


5





IntelliHome,
      Inc.


STATEMENTS
      OF CASH FLOWS


(Continued)


(Unaudited)


For the Three Months Ended March 31,2008
              
              2007SUPPLEMENTAL
                  CASH FLOW INFORMATION:Interest
                  paid
              
              $
              4,509
              
              $
              5,827Taxes
                  paid
              
              
              -
              
              
              -SUPPLEMENTAL
                  SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Increase
                  in paid-in capital resulting from:Sale
                  of preferred and common stock
              
              
              -
              
              
              44,550Deferred
                      offering costs, expenses and assets paid for by a Series A
                      preferred
                      shareholder
              
              
              4,070
              
              
              49,398Increase
                  in common stock par value from:Sale
                  of common stock
              
              
              -
              
              
              45Conversion
                  of Series A preferred stock to common stock
              
              
              867
              
              
              -Increase
                  (decrease) in preferred stock par value from:Sale
                  of preferred stock
              
              
              -
              
              
              405Conversion
                  of Series A preferred stock to common stock
              
              
              (867
              )
              
              -Decrease
                  in retained earnings for preferred stock dividend
              
              
              (448
              )
              
              (5,202
              )





The
      accompanying notes are an integral part of these unaudited financial
      statements


6





IntelliHome,
      Inc.


Notes
      to
      Financial Statements


March
      31,
      2008


(Unaudited)





**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited financial statements of Intellihome, Inc., dba Advanced
      Protective Technology Security Services, a Texas corporation (the "Company"),
      have been prepared in accordance with accounting principles generally accepted
      in the United States of America for interim financial information and with
      the
      rules and regulations of the Securities and Exchange Commission. They do not
      include all of the information and footnotes required by accounting principles
      generally accepted in the United States of America for a complete financial
      presentation. In the opinion of management, all adjustments, consisting only
      of
      normal recurring adjustments, considered necessary for a fair presentation,
      have
      been included in the accompanying unaudited financial statements. Operating
      results for the periods presented are not necessarily indicative of the results
      that may be expected for the full year.





These
      financial statements should be read in conjunction with the December 31, 2007
      financial statements and footnotes, which are in the Company’s annual report on
      Form 10-KSB.





**NOTE
      2 - GOING CONCERN**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going
      concern. As reflected in the accompanying financial statements, the Company
      has
      incurred a loss of $13,213 for the three months ended March 31, 2008 and has
      retained deficit of $854,590 at March 31, 2008. In addition, the Company has
      not
      generated cash flows from operations for the three months ended March 31, 2008.
      The Company’s continued existence is dependent on its ability to attain
      profitable operations and achieving a level of revenue adequate to support
      the
      Company's cost structure. These factors raise substantial doubt about the
      Company’s ability to continue as a going
      concern. There is no assurance that the Company will be able to attain
      profitable operations or additional financing to support the Company’s current
      operations. If management is not successful, the Company may have to
      substantially cut back its level of operations that could have an adverse effect
      on the financial position of the Company. The financial statements do not
      include any adjustments relating to the recoverability or classification of
      recorded asset amounts or the amount and classification of liabilities that
      might be necessary as a result of this going
      concern uncertainty (See Note 8 Subsequent Events - Note Purchase Agreement).





**NOTE
      3 - PREFERRED STOCK CONVERSIONS**





During
      the quarter ended March 31, 2008, 867,000 Series A Preferred Stock shares were
      converted to common stock on a one-to-one basis, leaving 3,833,000 shares not
      converted.





**NOTE
      4 - NOTE PAYABLE IN DEFAULT**





The
      Company has defaulted on the note payable to an equipment supplier. The note
      was
      originally dated July 28, 2004 for $69,240 at 7% interest and re-negotiated
      on
      December 13, 2006, after a 14-month term of default, with a new principal amount
      of $46,495, interest at 7%, and monthly payments of $6,798 beginning December
      27, 2006. The last payment on this note was made on March 30, 2007. Accordingly,
      pursuant to the terms of the note agreement, the default caused the entire
      amount owed to become immediately due and payable. The note is uncollateralized
      and personally guaranteed by the President of the Company.


7


**NOTE
      5 - NOTES PAYABLE – SHAREHOLDERS**





A
      note
      payable to two shareholders, in the original amount of $25,000 and dated
      September 19, 2007, with a 6-month term at 10.223%, was renewed on March 25,
      2008 in the amount of $22,500 after a principal payment of $2,500. The renewed
      note was for a 6-month term at 13% interest. Interest only payments will begin
      April 25, 2008, with a final payment of $22,748 due on September 25, 2008.





A
      note
      payable to a shareholder for $25,000, originally due February 26, 2008, was
      renewed for another 90-day term at 8%. The full principal and accrued interest
      will be due May 26, 2008.





**NOTE
      6 - ASSET PURCHASE AGREEMENT**





On
      January 24, 2008, the Company entered into an Asset Purchase Agreement whereby
      the Company sold a number of alarm monitoring service contract accounts for
      a
      total purchase price of $96,511. The terms of the Agreement included a 10%
      holdback reserve of $9,651 that was deducted from the gross proceeds by the
      purchaser to cover potential contract default by the customer accounts they
      purchased. The purchaser will have to pay the holdback reserve to the Company
      on
      or before May 24, 2009. Additionally, a reduction in the gross proceeds of
      $9,850 was made by the purchaser for monies paid to the Company prior to the
      sale of the accounts, and where the purchaser must provide services to these
      accounts post-closing that the Company would have otherwise been obligated
      to
      provide. As a separate obligation, the Company must provide general repair
      services to the sold accounts, on an as-needed basis, for a period of twelve
      months following closing. The Company received a payment of $6,432 from the
      purchaser as consideration for this obligation. Net proceeds received under
      the
      agreement were $83,442.





**NOTE
      7 - ABANDONMENT OF ASSETS**





During
      the quarter ended March 31, 2008, the Company abandoned two used trucks and
      a
      used van that were worthless and beyond repair. The Company also received a
      check, in the amount of $3,406, from the insurance company for a fourth truck
      that was wrecked and considered totaled.





**NOTE
      8 - SUBSEQUENT EVENTS – NOTE PURCHASE AGREEMENT**





On
      June
      5, 2008, the Company, Mark Trimble and various unaffiliated purchasers (the
      “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase
      Agreement”) pursuant to which the Company agreed to issue to the Purchasers
      convertible promissory notes (the “Investor Notes”) in an aggregate amount up to
      $575,000. Proceeds from the Investor Notes will be utilized to pay costs
      associated with bringing the Company’s reports with the SEC current (“Reporting
      Costs”), to provide working capital to support operations, and to pay
      outstanding debt of the Company.





As
      of
      June 9, 2008, $25,000 had been advanced under the Note Purchase Agreement to
      pay
      Reporting Costs. During the subsequent four-week period, the Purchasers are
      obligated to provide working capital of up to $25,000 to support operations
      (the
“Working Capital Advance”). Within 45 days from the execution of the Note
      Purchase Agreement (the “Full Funding Date”), the Company and the Purchasers are
      required to prepare a schedule of all liabilities of the Company and the
      Purchasers are required to provide funding (“Debt Retirement Funding”) to the
      Company in an amount equal to the lesser of the amount of liabilities so
      scheduled (excluding installment debt) or $175,000 (less $60,000 being paid
      pursuant to the terms of the CRI Purchase Agreement described below) with such
      amount being applied to retire debt of the Company; provided, however, that
      the
      Purchasers may elect to extend the Full Funding Date by 15 days if not less
      than
      $87,500 of Debt Retirement Funding has been provided by the original Full
      Funding Date. Also, by the Full Funding Date, the Purchasers must make
      satisfactory arrangements to fund the retirement of all remaining debt (the
      “Excess Debt”) of the Company, assume and pay such remaining debt or cause the
      Company to issue convertible notes to settle such Excess Debt, or any
      combination thereof. Total funds to be advanced by the Purchasers to pay
      Reporting Costs, the Working Capital Advance and the Debt Retirement Funding
      or
      to be settled as Excess Debt is limited to $575,000 (the “Total Funding
      Commitment,” and the actual amounts so funded or settled being referred to as
      the “Funded Amount”).


8


Pursuant
      to the terms of the Note Purchase Agreement, the Company and the Purchasers
      entered into a Stock Purchase Agreement (the “Trimble Purchase Agreement”) with
      Mark Trimble and John Peper, the principal officers of the Company, and a Stock
      Purchase Agreement (the “CRI Purchase Agreement” and, together with the Trimble
      Purchase Agreement, the “Stock Purchase Agreements”) with Company Reporter
      Investments II (“CRI”), the holder of the Company’s outstanding preferred stock
      (the “Preferred Stock”). Under the terms of the Stock Purchase Agreements,
      Messrs. Trimble and Peper agreed to terminate and release all claims under
      their
      respective employment agreements with the Company and to convey all of their
      shares of common stock of the Company to the Purchasers and CRI agreed to waive
      and release certain rights that it holds under the Preferred Stock and to convey
      all of its shares of Preferred Stock to the Purchasers. The aggregate
      consideration to Messrs. Trimble and Peper and to CRI under the Stock Purchase
      Agreements is the excess, if any, of Total Funding Commitment over the Funded
      Amount (such excess, if any, being the “Unallocated Purchase Price”).





The
      amount payable as Unallocated Purchase Price shall be payable by delivery of
      convertible promissory notes (the “Selling Shareholder Notes”) of the Company.
      Each of the Selling Shareholder Notes matures on June 30, 2009, accrues interest
      at 8% per annum and is convertible, commencing 6 months from issuance, at a
      price equal to 85% of the market price of the Company’s common stock on the date
      of conversion.





The
      Unallocated Purchase Price is allocated 10% to Messrs. Trimble and Peper and
      90%
      to CRI. On signing of the CRI Purchase Agreement, the Purchasers paid to CRI
      $60,000 and CRI transferred to the Purchasers 1,149,900 shares of Series A
      Convertible Preferred Stock and 67,500 shares of Series B Convertible Preferred
      Stock. The shares held by Messrs. Trimble and Peper, and the remaining Preferred
      Stock held by CRI, will be released to the Purchasers pro rata as the principal
      balances on the Selling Shareholder Notes are reduced.





The
      Investor Notes are payable in full on June 30, 2009, accrue interest at 8%
      per
      annum and are convertible into common stock of the Company at a conversion
      price
      of $0.005 per share, provided, however, that the Investor Notes may only be
      converted on or after the Total Funding Commitment has been
      satisfied.





Pursuant
      to the terms of the Note Purchase Agreement, on June 6, 2008, Daniel Motsinger,
      a designee of the Purchasers, was appointed as a Director and Chief Executive
      Officer of the Company. On or before the Full Funding Date, and provided that
      the Purchasers comply with the provisions of the Note Purchase Agreement through
      that date, the Company’s current officers and directors will resign in such
      capacity.





As
      a
      result of the transactions contemplated by the Note Purchase Agreement, control
      of the Company has effectively passed from Messrs. Trimble and Peper to the
      Purchasers.


9





**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**





**Forward-Looking
      Information**





This
      Form
      10-QSB quarterly report of IntelliHome, Inc. (the “Company”) for the three
      months ended March 31, 2008, contains certain forward-looking statements within
      the meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended, which are
      intended to be covered by the safe harbors created thereby. To the extent that
      there are statements that are not recitations of historical fact, such
      statements constitute forward-looking statements that, by definition, involve
      risks and uncertainties. In any forward-looking statement, where the Company
      expresses an expectation or belief as to future results or events, such
      expectation or belief is expressed in good faith and believed to have a
      reasonable basis, but there can be no assurance that the statement of
      expectation or belief will be achieved or accomplished. The actual results
      or
      events may differ materially from those anticipated and as reflected in
      forward-looking statements included herein. Factors that may cause actual
      results or events to differ from those anticipated in the forward-looking
      statements included herein include the factors described in herein and in the
      Company’s other filings with the SEC.




Readers
      are cautioned not to place undue reliance on the forward-looking statements
      contained herein, which speak only as of the date hereof. The Company believes
      the information contained in this Form 10-QSB to be accurate as of the date
      hereof. Changes may occur after that date, and the Company will not update
      that
      information except as required by law in the normal course of its public
      disclosure practices.




Additionally,
      the following discussion regarding the Company’s financial condition and results
      of operations should be read in conjunction with the financial statements and
      related notes contained in Item 1 of Part 1 of this Form 10-QSB, as well as
      the
      financial statements for the fiscal year ended December 31, 2007 included in
      the
      Company’s Annual Report on Form 10-KSB.




**Critical
      Accounting Policies**





The
      Company’s discussion and analysis of its financial condition and results of
      operations are based upon the Company’s financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The Company believes certain critical accounting
      policies affect its more significant judgments and estimates used in the
      preparation of its financial statements. As of, and for the three months ended,
      March 31, 2008, there have been no material changes or updates to the Company’s
      critical accounting policies as compared to those described in the Company’s
      Annual Report on Form 10-KSB for the year ended December 31, 2007.





**Current
      Year Developments**





*Sale
      of Monitoring Contracts*





In
      January 2008, the Company sold a number of alarm monitoring service contract
      accounts for a total price of $96,511. The terms of the sale include a 10%
      holdback reserve of $9,651 that was deducted from the gross proceeds by the
      purchaser to cover potential contract default by the customer accounts they
      purchased. The purchaser will have to pay the holdback reserve to the Company
      on
      or before May 24, 2009. A reduction in the gross proceeds of $9,850 was made
      by
      the purchaser for monies paid to the Company prior to the sale by the accounts
      that are the subject of the sale, and where the purchaser must provide services
      to these accounts post-closing that the Company would have otherwise been
      obligated to provide. As a separate obligation, the Company must provide general
      repair services to the sold accounts, on an as-needed basis, for a period of
      twelve months following closing. The Company received a payment of $6,432 from
      the purchaser as consideration for this obligation. Net proceeds received under
      the agreement was $83,442. The sale was reported as Other Income – Gain on
      Sale of Assets.


10


*Renewal
      of Notes Payable*





A
      note
      payable to two shareholders, in the original amount of $25,000 and dated
      September 19, 2007, with a 6-month term at 10.223%, was renewed on March 25,
      2008 in the amount of $22,500 after a principal payment of $2,500. The renewed
      note was for a 6-month term at 13% interest. Interest only payments will begin
      April 25, 2008, with a final payment of $22,748 due on September 25, 2008.





The
      note
      payable to a shareholder for $25,000, originally due February 26, 2008, has
      been
      renewed for another 90-day term at 8%. The full principal and accrued interest
      will be due May 26, 2008.





*Preferred
      Stock Conversions*





During
      the first quarter of 2008, 867,000 Series A Preferred Stock shares were
      converted to common stock on a one-to-one basis, leaving 3,833,000 shares not
      converted.





*Note
      Purchase Agreement*





On
      June
      5, 2008, the Company, Mark Trimble and various unaffiliated purchasers (the
      “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase
      Agreement”) pursuant to which the Company agreed to issue to the Purchasers
      convertible promissory notes (the “Investor Notes”) in an aggregate amount up to
      $575,000. Proceeds from the Investor Notes will be utilized to pay costs
      associated with bringing the Company’s reports with the SEC current (“Reporting
      Costs”), to provide working capital to support operations, and to pay
      outstanding debt of the Company.





As
      of
      June 9, 2008, $25,000 had been advanced under the Note Purchase Agreement to
      pay
      Reporting Costs. During the subsequent four-week period, the Purchasers are
      obligated to provide working capital of up to $25,000 to support operations
      (the
“Working Capital Advance”). Within 45 days from the execution of the Note
      Purchase Agreement (the “Full Funding Date”), the Company and the Purchasers are
      required to prepare a schedule of all liabilities of the Company and the
      Purchasers are required to provide funding (“Debt Retirement Funding”) to the
      Company in an amount equal to the lesser of the amount of liabilities so
      scheduled (excluding installment debt) or $175,000 (less $60,000 being paid
      pursuant to the terms of the CRI Purchase Agreement described below) with such
      amount being applied to retire debt of the Company; provided, however, that
      the
      Purchasers may elect to extend the Full Funding Date by 15 days if not less
      than
      $87,500 of Debt Retirement Funding has been provided by the original Full
      Funding Date. Also, by the Full Funding Date, the Purchasers must make
      satisfactory arrangements to fund the retirement of all remaining debt (the
      “Excess Debt”) of the Company, assume and pay such remaining debt or cause the
      Company to issue convertible notes to settle such Excess Debt, or any
      combination thereof. Total funds to be advanced by the Purchasers to pay
      Reporting Costs, the Working Capital Advance and the Debt Retirement Funding
      or
      to be settled as Excess Debt is limited to $575,000 (the “Total Funding
      Commitment,” and the actual amounts so funded or settled being referred to as
      the “Funded Amount”).





Pursuant
      to the terms of the Note Purchase Agreement, the Company and the Purchasers
      entered into a Stock Purchase Agreement (the “Trimble Purchase Agreement”) with
      Mark Trimble and John Peper, the principal officers of the Company, and a Stock
      Purchase Agreement (the “CRI Purchase Agreement” and, together with the Trimble
      Purchase Agreement, the “Stock Purchase Agreements”) with Company Reporter
      Investments II (“CRI”), the holder of the Company’s outstanding preferred stock
      (the “Preferred Stock”). Under the terms of the Stock Purchase Agreements,
      Messrs. Trimble and Peper agreed to terminate and release all claims under
      their
      respective employment agreements with the Company and to convey all of their
      shares of common stock of the Company to the Purchasers and CRI agreed to waive
      and release certain rights that it holds under the Preferred Stock and to convey
      all of its shares of Preferred Stock to the Purchasers. The aggregate
      consideration to Messrs. Trimble and Peper and to CRI under the Stock Purchase
      Agreements is the excess, if any, of Total Funding Commitment over the Funded
      Amount (such excess, if any, being the “Unallocated Purchase Price”).


11


The
      amount payable as Unallocated Purchase Price shall be payable by delivery of
      convertible promissory notes (the “Selling Shareholder Notes”) of the Company.
      Each of the Selling Shareholder Notes matures on June 30, 2009, accrues interest
      at 8% per annum and is convertible, commencing 6 months from issuance, at a
      price equal to 85% of the market price of the Company’s common stock on the date
      of conversion.





The
      Unallocated Purchase Price is allocated 10% to Messrs. Trimble and Peper and
      90%
      to CRI. On signing of the CRI Purchase Agreement, the Purchasers paid to CRI
      $60,000 and CRI transferred to the Purchasers 1,149,900 shares of Series A
      Convertible Preferred Stock and 67,500 shares of Series B Convertible Preferred
      Stock. The shares held by Messrs. Trimble and Peper, and the remaining Preferred
      Stock held by CRI, will be released to the Purchasers pro rata as the principal
      balances on the Selling Shareholder Notes are reduced.





The
      Investor Notes are payable in full on June 30, 2009, accrue interest at 8%
      per
      annum and are convertible into common stock of the Company at a conversion
      price
      of $0.005 per share, provided, however, that the Investor Notes may only be
      converted on or after the Total Funding Commitment has been
      satisfied.





Pursuant
      to the terms of the Note Purchase Agreement, on June 6, 2008, Daniel Motsinger,
      a designee of the Purchasers, was appointed as a Director and Chief Executive
      Officer of the Company. On or before the Full Funding Date, and provided that
      the Purchasers comply with the provisions of the Note Purchase Agreement through
      that date, the Company’s current officers and directors will resign in such
      capacity.





As
      a
      result of the transactions contemplated by the Note Purchase Agreement, control
      of the Company has effectively passed from Messrs. Trimble and Peper to the
      Purchasers.





**Results
      of Operations**





During
      the three months ended March 31, 2008, we realized a net loss of $13,213 as
      compared to a net loss of $70,983 during the three months ended March 31,
      2007.





*Revenue.* Revenue
      for three months ended March 31, 2008 decreased 35.4% to $156,233 from $241,795
      during three months ended March 31, 2007. The principal components of revenues
      for the periods were as follows:





Three
                Months Ended March 31,2008
            
            2007Installation
                Fees
            
            $
            136,008
            
            $
            208,229Monitoring
                Fees
            
            
            17,314
            
            
            23,078Contract
                Funding
            
            
            2,911
            
            
            10,488Total
            
            $
            156,233
            
            $
            241,795





The
      decrease in Installation Fees was primarily attributable to a marked downturn
      in
      housing starts in the greater-Houston market and continuing weakness in the
      housing and credit markets. The slowdown in housing starts resulted in reduced
      volumes in our builder program that is the primary source of our installation
      fees. Because of the weak outlook in the housing market for the foreseeable
      future, we have substantially curtailed our installation
      operations.





The
      increase in Contract Funding revenues was primarily attributable to the
      commencement of sales of contracts to Central Security Group. The volume of
      monitoring contracts eligible to be purchased by Central Security Group is
      greater than that under our previous arrangement with ADT
      Security.


12


The
      decrease in monitoring fees was attributable to the sale of a large portfolio
      of
      monitoring contracts during the quarter.





*Cost
      of Monitoring and Installation.* Cost
      of
      monitoring and installation for the three months ended March 31, 2008 decreased
      26.8% to $82,865 from $113,221 during the three months ended March 31,
      2007.





As
      a
      percentage of revenues, cost of monitoring and installation increased to 53.0%
      in the three months ended March 31, 2008 from 46.8% in the three months ended
      March 31, 2007. The decrease in cost of monitoring and installation was
      attributable to slowing business associated with housing market
      weakness.





*Truck
      Expense.* Truck
      expense, reflecting the cost of ownership and operation of our installation
      and
      service vehicles, increased by 2.5% to $19,248 for the three months ended March
      31, 2008 from $18,769 for the three months ended March 31, 2007.





The
      increase in truck expense was principally attributable to higher gas
      costs.





*General
      and Administrative Expense.* General
      and administrative expense decreased by 30% to $39,959 for the 2008 period
      from
      $57,060 for the 2007 period.





The
      decrease in G&A during the 2008 period was principally attributable to cost
      containment initiatives implemented in reaction to weakening demand associated
      with the housing market.





*Compensation
      and Benefits.* Compensation
      and benefit expenses decreased by 10% to $109,133 for the 2008 period from
      $121,350 for the 2007 period.





The
      decrease in compensation and benefit expense was principally attributable to
      cost containment initiatives implemented in reaction to weakening demand
      associated with the housing market.





*Interest
      Expense.* Interest
      and finance charges increased 24.5% to $7,338 for the 2008 period from $5,896
      for the 2007 period. The increase in interest expense was attributable to
      increased debt levels.





*Gain
      on Sale of Contracts.* During
      the 2008 quarter, we realized a gain of $86,661 from the one-time sale of
      security monitoring contracts.





*Gain
      from Abandonment of Assets.* During
      the 2008 quarter, we abandoned two used trucks and a used van that were
      worthless and beyond repair and received an insurance settlement for a truck
      that was wrecked and considered totaled. We realized a gain on those assets
      abandonments, including the insurance proceeds therefrom, of
      $2,406.





**Financial
      Condition**





*Cash
      Position and Short-Term Liquidity.* At
      March
      31, 2008, we had a cash balance of $9,130 and a working capital deficit of
      $269,135 as compared to a cash balance of $10,946 and a working capital deficit
      of $265,265 at December 31, 2007.





Operations
      used cash in the amount of $2,722 during the three months ended March 31, 2008
      as compared to $51,877 used in operations during the three months ended March
      31, 2007. The decrease in cash used in operations during the 2008 period was
      principally attributable to the receipt of proceeds from the sale of a portfolio
      of security monitoring contracts during the period.


13


Our
      short-term financing requirements have, in recent periods, been financed
      primarily through short-term borrowing from our principal officer, Mark Trimble,
      borrowings on credit cards, borrowings under a line of credit, borrowings from
      a
      supplier and borrowings arranged through directors. During the first three
      months of 2008 we reduced by $2,500 the principal balance of, and extended,
      an
      existing $25,000 loan arranged through two directors, extended the maturity
      on a
      second shareholder loan and sold a portion of our monitoring contracts, for
      which we received net proceeds of $83,442, to support short-term financing
      needs. Subsequent to March 31, 2008, in an effort to assure that we are able
      to
      meet our ongoing obligations in light of weak market conditions, we entered
      into
      a Note Purchase Agreement pursuant to which we agreed to issue up to $575,000
      in
      principal amount of convertible promissory notes in order to secure financing
      to
      meet our obligations and support basic operations. As of June 9, 2008 we had
      received $25,000 of funding under the Note Purchase Agreement. We expect to
      receive additional funding over a 45-day period with the intent of settling
      all
      outstanding indebtedness. As a result of the transactions contemplated in the
      Note Purchase Agreement, the purchasers in that agreement are expected to
      effectively take control of our company. While the Note Purchase Agreement
      provides potential funding to support our operations, there is no assurance
      that
      the purchasers under that agreement will fully fund their obligations
      thereunder, in which case their notes will not be convertible into common stock
      and will be due June 30, 2009.





*Unearned
      Revenue on Contracts.* We
      routinely offer security monitoring services in conjunction with our sale and
      installation of security systems. Contracts for security monitoring services
      typically range from three months to thirty-six months. Proceeds received from
      the sale of such contracts relating to periods for which services have not
      yet
      been provided are classified as unearned revenue on contracts and are reflected
      in current or non-current liabilities based on the period in which services
      are
      required to be rendered. At March 31, 2008, unearned revenue on contracts
      totaling $7,985 was classified as current liabilities and $4,085 was classified
      as non-current liabilities.





*Financing
      Facilities* .
      At
      March 31, 2008, financing of our business was provided through multiple sources,
      including a supplier loan, a loan arranged through two directors and a variety
      of credit card lending arrangements.





At
      March
      31, 2008, we had a note payable in the amount of $20,159 payable to a supplier
      payable in monthly installments of $6,798 and providing for interest at 7%.
      We
      were not making payments on the note, and the note was in default, at March
      31,
      2008. The note is unsecured and is guaranteed by our President and principal
      shareholder.





At
      March
      31, 2008, we had available credit of approximately $114,000 under multiple
      credit card accounts, of which approximately $96,295 was borrowed, including
      interest. Those accounts each provide for varying interest rates and minimum
      monthly payments with no stated maturity.





At
      March
      31, 2008, we owed $22,500 on a bank credit facility arranged by two directors
      from which we received loan proceeds and which we guaranteed. The loan bears
      interest at 13.0% and is payable in monthly installments of interest only with
      all unpaid principal and interest due September 25, 2008.





At
      March
      31, 2008, we owed $25,000 to a shareholder pursuant to a note payable due May
      26, 2008 with interest accruing at 8%.





As
      noted
      above, subsequent to March 31, 2008, we entered into a Note Purchase Agreement
      pursuant to which we have borrowed $25,000 and may borrow a total of up to
      $575,000 to pay our existing debts.





*Financing
      Transactions.*  In
      order
      to finance certain short-term requirements and operations, during the quarter
      ended March 31, 2008, we sold a portfolio of security monitoring contracts
      for
      net proceeds of $83,442. See “Current Year Developments - Sale of Monitoring
      Contracts” above.


14


*Contractual
      Obligations.*  At
      March
      31, 2008, our contractual obligations requiring determinable future payments
      were limited to amounts payable under the promissory notes and supplier loan
      as
      discussed above. We lease our executive offices from an unrelated third party
      under a month-to-month lease and lease a vehicle from our President. Office
      lease payments are presently $1,250 per month and vehicle rental payments are
      presently $625 per month.





In
      addition to the foregoing obligations, we may be subject to charge-backs from
      time to time based on collections and retention rates on monitoring accounts
      sold to monitoring service company. Moreover, we may elect to sell our rights
      under certain payment streams to the monitoring company subject to certain
      rights of the monitoring company to recover some or all payments made based
      on
      our ongoing compliance with various requirements and the actual collection
      results with respect to accounts covered by such arrangements. In either of
      those events, amounts owing to us in the future by the monitoring company may
      be
      reduced or, in the alternative, we may be obligated to repay to the monitoring
      company certain amounts previously paid us by the monitoring company. We have
      not historically experienced any material obligations to repay amounts paid,
      or
      offset future payments of, monitoring companies and no reasonable estimate
      can
      be made as to whether any such obligations will arise in the future and, if
      so,
      the amount of such obligations.





**Off-Balance
      Sheet Arrangements**





The
      Company had no off-balance sheet arrangements at March 31, 2008.





**Inflation**





The
      Company believes that inflation has not had a significant impact on operations
      since inception.





**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





As
      of the
      end of the period covered by this report, we have evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures under the
      supervision and with the participation of our chief executive officer (“CEO”)
      who also serves as our chief financial officer. Based on this evaluation, our
      management, including our CEO, concluded that our disclosure controls and
      procedures were not effective at March 31, 2008.





**Changes
      in Internal Control over Financial Reporting**





During
      the quarter ended March 31, 2008, there were no changes in our internal controls
      over financial reporting that materially affected, or are reasonably likely
      to
      materially affect, internal controls over financial reporting.


15


**PART
      II**





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





In
      the
      quarter ended March 31, 2008, a single holder of an aggregate of 867,000 shares
      of the Company’s Series A Convertible Preferred Stock converted those shares
      into, and the Company issued, 867,000 shares of common stock.





The
      shares were issued pursuant to Section 4(2) of the Securities Act and the rules
      and regulations promulgated thereunder on the basis that such transaction did
      not involve a public offering. No sales were commissions were paid in connection
      with the issuance of the shares.





**ITEM
      6.**  **EXHIBITS**





ExhibitNumber
            
            Description31.1
            
            Certification
                of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002





**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on behalf by the undersigned thereunto
      duly
      authorized.





INTELLIHOME,
              INC.By:
            /s/
                Mark TrimbleMark
                TrimblePresident,
                Chief Executive Officer andChief
                Financial Officer





Date:
      June 10, 2008


16