**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 February 28, 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 ࿠





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


Yes ࿠    No x





The
      Issuer had 12,706,600 shares of common stock issued and outstanding as of May
      21, 2007.





Transitional
      Small Business Disclosure Format (Check one):


࿠
      Yes   x No





**Disaster
      Preparedness Systems, Inc.**


**(a
      Development Stage Company)**





**Form
      10-QSB**


**for
      the period ended February 28, 2007**





**Index**





**Page****Part
                I. Financial Information**Item
                1. Financial StatementsBalance
                Sheets as of February 28, 2007 (unaudited) and November 30, 2006
                (audited)
            
            
            1Interim
                Statements of Operations for the three months ended February 28,
                2007 and
                2006 (unaudited)
            
            
            2Interim
                Statements of Cash Flows for the three months ended February 28,
                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
            
            
            14Note
                on Forward Looking Statements
            
            
            14**Part
                II. Other Information**Item
                5. Other Information
            
            
            15Item
                6. Exhibits
            
            
            16Signatures
            
            
            S-1





Certifications









**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**BALANCE
      SHEETS**





**(EXPRESSED
      IN US DOLLARS)**





February
                28, 2007
            
            November
                30, 2006(Unaudited)**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            32,133
            
            $
            145,201Inventory
            
            
            -
            
            
            25,921Prepaid
                expenses
            
            
            12,830
            
            
            65,505Due
                from related party (Note 7(c))
            
            
            -
            
            
            -**TOTAL
                ASSETS**
            
            $
            44,963
            
            $
            236,627**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            907
            
            $
            16,534Accrued
                liabilities
            
            
            128,656
            
            
            69,802Due
                to related parties (Note 7(a))
            
            
            58,673
            
            
            24,398Registration
                Rights Liability (Note 6)
            
            
            21,600
            
            
            10,800Promissory
                notes - related parties (Notes 4 and 7)
            
            
            12,482
            
            
            12,466License
                fee payable - current (Note 3)
            
            
            66,860
            
            
            60,435Convertible
                debentures - current (Note 5)
            
            
            44,777
            
            
            28,211Total
                Current Liabilities
            
            
            333,955
            
            
            222,646License
                Fee Payable - Long-term (Note 3)
            
            
            110,000
            
            
            125,000Convertible
                Debentures - Long-term****(Note
                5)
            
            
            51,882
            
            
            70,749**TOTAL
                LIABILITIES**
            
            
            495,837
            
            
            418,395**COMMITMENTS
                AND CONTINGENCIES (NOTES 1, 3, AND 8)****STOCKHOLDERS’
                DEFICIT**Common
                stockAuthorized:
                50,000,000 common shares, par value $0.001Issued
                and outstanding: 12,620,200 and 12,577,000 common shares,
                respectively
            
            
            12,620
            
            
            12,577Additional
                paid-in capital
            
            
            1,008,417
            
            
            997,660Donated
                capital (Notes 7(a) and (b))
            
            
            57,400
            
            
            56,800Deficit
                accumulated during development stage
            
            
            (1,529,311
            )
            
            (1,248,805
            )Total
                Stockholders’ Deficit
            
            
            (450,874
            )
            
            (181,768
            )**TOTAL
                LIABILITES AND STOCKHOLDERS’ DEFICIT**
            
            $
            44,963
            
            $
            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 February 28, 2007
              
              For
                  the three Months Ended February 28, 2007
              
              For
                  the three Months Ended February 28, 2006**REVENUES**Sales
              
              $
              38,299
              
              $
              38,299
              
              $
              -Cost
                  of sales
              
              
              (35,214
              )
              
              (35,214
              )
              
              -Gross
                  profit
              
              
              3,085
              
              
              3,085
              
              
              -**EXPENSES**Auto
                  and travel
              
              
              29,933
              
              
              18,102
              
              
              890Consulting
                  and management fees (Note 7(a))
              
              
              614,350
              
              
              137,062
              
              
              28,322Donated
                  rent (Note 7(b))
              
              
              5,400
              
              
              600
              
              
              600Foreign
                  exchange (gain) loss
              
              
              8,198
              
              
              (1,053
              )
              
              1,514License
                  fee (Note 3)
              
              
              600,000
              
              
              -
              
              
              -Office
                  and general
              
              
              22,693
              
              
              10,840
              
              
              1,003Professional
                  fees
              
              
              141,319
              
              
              79,027
              
              
              -Research
                  and development
              
              
              60,251
              
              
              14,509
              
              
              2,3111,482,144
              
              
              259,087
              
              
              34,640**NET
                  LOSS FROM OPERATIONS**
              
              
              (1,479,059
              )
              
              (256,002
              )
              
              (34,640
              )Interest
                  income
              
              
              1,837
              
              
              367
              
              
              -Interest
                  expense and other finance costs
              
              
              (52,089
              )
              
              (24,871
              )
              
              (2,845
              )**NET
                  LOSS FOR THE PERIOD**
              
              $
              (1,529,311
              )
              $
              (280,506
              )
              $
              (37,485
              )**NET
                  LOSS PER SHARE - BASIC AND DILUTED**
              
              
              
              
              $
              (0.02
              )
              $
              (0.02
              )**WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING**
              
              
              
              
              
              12,598,120
              
              
              8,732,000





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 February 28, 2007
              
              For
                  the three Months Ended February 28, 2007
              
              For
                  the three Months Ended February 28, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss for the period
              
              $
              (1,529,311
              )
              $
              (208,506
              )
              $
              (37,485
              )Adjustments
                  to reconcile net loss to net cash from operating
                  activities:License
                  fees
              
              
              400,000
              
              
              -
              
              
              -Consulting
                  fees
              
              
              247,073
              
              
              52,624
              
              
              -Donated
                  rent and services
              
              
              57,400
              
              
              600
              
              
              600Finance
                  costs
              
              
              32,400
              
              
              21,600
              
              
              -Changes
                  in operating assets and liabilitiesInventory
              
              
              -
              
              
              25,921
              
              
              -Prepaid
                  expenses
              
              
              (2,204
              )
              
              -
              
              
              -Due
                  from related party
              
              
              (855
              )
              
              -
              
              
              (1,759
              )Accounts
                  payable and accrued liabilities
              
              
              131,636
              
              
              43,531
              
              
              2,844Due
                  to related parties
              
              
              58,673
              
              
              34,275
              
              
              (3,848
              )License
                  fee payable
              
              
              177,715
              
              
              (8,575
              )
              
              -**NET
                  CASH FLOWS USED IN OPERATING ACTIVITIES**
              
              
              (427,473
              )
              
              (110,530
              )
              
              (39,648
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from promissory notes, net of repayments
              
              
              9,865
              
              
              -
              
              
              21,600Proceeds
                  from convertible debentures
              
              
              138,161
              
              
              -
              
              
              17,280Proceeds
                  from issuance of common stock
              
              
              352,487
              
              
              -
              
              
              -Repayment
                  of convertible debentures
              
              
              (44,106
              )
              
              -
              
              
              -**NET
                  CASH FLOWS PROVIDED BY FINANCING ACTIVITIES**
              
              
              456,407
              
              
              -
              
              
              38,880**EFFECT
                  OF EXCHANGE RATE CHANGES**
              
              
              3,199
              
              
              (2,538
              )
              
              1,905**INCREASE
                  (DECREASE) IN CASH**
              
              
              32,133
              
              
              (113,068
              )
              
              1,137**CASH,
                  BEGINNING OF PERIOD**
              
              
              -
              
              
              145,201
              
              
              20,814**CASH,
                  END OF PERIOD**
              
              $
              32,133
              
              $
              32,133
              
              $
              21,951**NON-CASH
                  INVESTING AND FINANCING ACTIVITIES**Common
                  shares issued for license
              
              $
              400,000
              
              $
              -
              
              $
              -Common
                  shares issued for services
              
              $
              247,073
              
              $
              52,624
              
              $
              -**SUPPLEMENTAL
                  DISCLOSURES**Interest
                  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**


**FEBRUARY
      28, 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, fire fighting,
      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 generated
      limited revenues to date 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
      February 28, 2007, the Company has accumulated losses of $1,529,311 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”) to register up
      to: (i) 3,010,000 shares of common stock for the resale by existing shareholders
      from which the Company will not receive any proceeds and (ii) 3,010,000
      shares of common stock from underlying warrants held by the same shareholders
      with an exercise price of $0.50 per common stock for potential net proceeds
      of $1,505,000 to the Company.





**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 audited 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
      three
      months ended February 28, 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**


**FEBRUARY
      28, 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 cost
      is determined on a first-in, first-out basis.





**(e)**
            **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.





**(f)**
            **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.





**(g)**
            **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.





**(h)**
            **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.


5




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**FEBRUARY
      28, 2007**


**(Unaudited)**


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





**(i)**
            **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.





**(j)**
            **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.





**(k)**
            **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.





**(l)**
            **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.





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.





6




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**FEBRUARY
      28, 2007**


**(Unaudited)**


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





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, fire fighting, shipping, mining, industrial,
      transportation and environmental applications.





In
      consideration for the License, the Company issued 8,000,000 restricted shares
      of
      its 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 February 28, 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 February 28, 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”.





**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. As of February 28, 2007 and November 30, 2006, the Company owes,
      respectively, $12,482 (CDN $14,495) and $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.





7




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**FEBRUARY
      28, 2007**


**(Unaudited)**


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





As
      at
      February 28, 2007, the Company has issued and unpaid Series A Debentures
      (“Series A”), of $96,659 (November 30, 2006 - $98,960) and accrued interest of
      $17,287 (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 $96,659
      (November 30, 2006 - $98,960), which is limited to the value of the convertible
      debentures.





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





**Common
      stock transactions for the three month period ended February 28,
      2007**





On
      January 15, 2007, the Company issued a total of 43,200 units with a fair value
      of $10,800 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. As at
      February 28, 2007 the Company failed to have the SB-2 declared effective before
      the allotted deadline and incurred an additional 4% penalty, or 86,400
      additional units of the private placement, with a fair value of $21,600
      which was recorded as a finance fee during the period. Refer to Note 10.





As
      part
      of the private placement, the Company also issued 250,000 common shares 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 will be amortized on a
      straight-line basis over the service period.





8




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**FEBRUARY
      28, 2007**


**(Unaudited)**





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





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 has been recorded as prepaid expense totaling $42,750 and will be
      amortized on a straight-line basis over the respective service
      periods.





**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.





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





(a)
            During
                the three month period ended February 28, 2007, the Company incurred
                $76,721 (2006 - $21,410) in consulting and management fees to certain
                directors and relatives of certain directors of the Company. As at
                February 28, 2007, the Company owes $58,673 (November 30, 2006 -
                $24,398)
                of consulting and management fees which are unsecured, non-interest
                bearing and without specific terms of
                repayment.





(b)
            During
                the three month period ended February 28, 2007, the Company incurred
                $600
                (2006 - $600) 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)
            Refer
                to Note 8 regarding employment agreements with two Directors of the
                Company.





(d)
            Refer
                to Note 4 regarding proceeds received from related parties pursuant
                to the
                promissory notes.





(e)
            Refer
                to Note 9 regarding an unsecured loan received by the Company from
                a
                Director.





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





Effective
      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 terms of the Agreement. For the period ended February
      28,
      2007, the Company recorded management salaries of $60,000, of which $58,673
      (November 30, 2006 - $24,398) remain outstanding (Refer to Note 7(a)).








9




**DISASTER
      PREPAREDNESS SYSTEMS INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


**FEBRUARY
      28, 2007**


**(Unaudited)**


**NOTE
      9:**  **SUBSEQUENT
      EVENTS**





The
      Company is indebted to the unit holders of the private placements (as described
      in Note 6) for additional units with respect to penalties relating to the
      failure to file the initial SB-2 Registration Statement (“SB-2”) within 45 days
      of the closing date of the private placement and the failure to have the SB-2
      declared effective within 120 days of the closing of the private placement.
      The
      Company filed its’ initial SB-2 on December 20, 2006 which was declared
      effective as of April 4, 2007. The total penalty incurred was 129,600 units
      with
      a total fair value of $32,400 of which $10,800 was accrued as of November 30,
      2006 and the remaining $21,600 was accrued as of February 28, 2007. During
      the
      three month period ended February 28, 2007, 43,200 of the penalty units with
      a
      total fair value of $10,800 were issued. In April 2007, the remaining penalty
      units were issued.





In
      April
      2007, a director of the Company loaned the Company $38,924 (CDN$45,000) and
      was
      issued an unsecured promissory note in connection therewith. Under the terms
      of
      the note, the amounts are unsecured, bearing interest at 12.5% per annum, and
      are due on demand. The Company is using the proceeds of the note for general
      working capital.


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 three months ended February 28, 2007 compared to the three months ended
      February 28, 2006**




**Results
      of Operations**





We
      recorded a net loss of $256,002 for the three months ended February 28, 2007
      as
      compared to a net loss of $34,640 for the three months ended February 28, 2006.
      The increase in net loss was due primarily to an increase in consulting and
      management fees of $108,740 and an increase in professional fees of $79,027.





Revenues
      and cost of sales for the three months ended February 28, 2007 were $38,299
      and
      $35,214 respectively as compared to $0 for the three months ended February
      28,
      2006.





Operating
      expenses totaled $259,087 for the three months ended February 28, 2007 as
      compared to $34,640 for the three months ended February 28, 2006. Operating
      expenses are comprised of auto and travel expenses, consulting and management
      fees (including $52,624 of non-cash consulting fees on the fair value of shares
      issued for consulting services), foreign exchange gains and losses, office
      and
      general expenses, professional fees, donated rent (resulting from office space
      provided rent free to us by a director), and research and development
      costs.





Interest
      expense and other finance costs were $24,871 for the three months ended February
      28, 2007 as compared to $2,845 for the three months ended February 28, 2006,
      an
      increase of $22,026 resulting primarily from a non-cash finance fee of $21,600
      being the estimated 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
      February 28, 2007, we had current and total assets of $44,963 as compared to
      $236,627 as at November 30, 2006, a decrease of $191,664. 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 $32,133, inventory
      of
      $NIL and prepaid expenses of $12,830 as at February 28, 2007.





As
      at
      February 28, 2007, we had current liabilities of $333,955 and total liabilities
      of $495,837 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
      February 28, 2007 is attributable primarily to an increase in accounts payable
      and accrued liabilities of $58,854, an increase in amounts due to related
      parties of $34,275 and an increase in the current portion of the convertible
      debentures of $16,566.




11





As
      a
      result, we had a working capital deficit of $288,992 as at February 28, 2007
      as
      compared to a working capital surplus of $13,981 as at November 30,
      2006.





We
      believe we will require approximately a minimum of $2 million over the next
      twelve months in carrying out our anticipated 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 Report 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 February 28, 2007, we
      had
      accumulated losses of $1,529,311. 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.





*Operating
      Activities*





Operating
      activities for the three months ended February 28, 2007 used cash of $110,530
      as
      compared to $39,648 for the three months ended February 28, 2006, 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 three month periods ended February
      28, 2007 and 2006 and for the period from November 30, 2004 (inception) to
      February 28, 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 three months ended
      February 28, 2007, cash provided by financing activities totaled $NIL as
      compared to $38,880 for three months ended February 28, 2006. Cash provided
      by
      financing activities for the three months ended February 28, 2006 consisted
      primarily of; (i) proceeds from promissory notes of $21,600 and (ii) proceeds
      from convertible debentures of $17,280.





12


**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.
      Actual results could differ from those estimates.





*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.





*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.




13


*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.




14


**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 our common stock, to the
      Duck shareholders, some of whom are executive officers and directors of our
      company (including Mark Henrickson and Ron Rogers). The transaction is exempt
      from registration in reliance upon Regulation S under the Securities Act of
      1933,
      as amended, which we refer to herein as the Securities Act.





*Business
      Update*





In
      late
      January 2007, representatives of our company 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 possibility of our locating our manufacturing operations to
      the
      City of Camden and the extent to which the State of Arkansas could provide
      industrial revenue bonds to support the operations. Discussions with Arkansas
      and Camden officials are on-going, and we expect these initiatives to continue
      in the second and third quarters of 2007.





Should
      they come to fruition, the opportunities in Arkansas are expected to provide
      our
      company with an opportunity to set up a manufacturing capability while also
      creating additional cash-flow by doing contract work for the defense industry.
      It is also possible that we could establish a training and demonstration
      facility in Camden.





In
      keeping with management’s plan, we exhibited at the Fire East Conference and
      Exposition in Jacksonville Florida in late January 2007. We displayed a full
      compliment of our equipment, including our USAR training trailer, hydraulic
      power module, amphibious utility vehicle, DP500 high output pump. We also
      exhibited and have been field testing products targeted to our market that
      we
      are considering distributing for third parties, including HYCON hydraulic hand
      tools and the LifeGuard TM people
      detector.





The
      response to our equipment demonstration was positive and the knowledge gained
      at
      this exposition has assisted us in determining its marketing approach to the
      fire and rescue market. Trade shows are very seldom the location to sell
      equipment; they do however create leads and plant the potential for future
      sales. We are following up on numerous sales leads at this time. As evidenced
      by
      the comments at the trade show, we are planning to implement demonstration
      teams
      in the field in order to follow up on potential sales. We believe this will
      facilitate providing potential customers with very specific demonstrations
      in
      their chosen environments and in some cases hands-on testing.





At
      such
      as our securities become publicly-traded on the OTC Bulletin Board (which is
      expected in June 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.




15





**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.




16


**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:May
              24, 2007
            By:
            /s/ Mark
              J.
              HenricksonMark
                J. Henrickson
              President
                and CEO
              (Principal
                Executive Officer) Date:May
              24, 2007
            By:
            /s/ Fredric
              W.D. JuzdaFredric
                W.D. Juzda
              Chief
                Financial Officer
              (Principal
                Financial Officer)


S-1