UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 2007

                                       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 333-139765


                             SHOPPER'S WALLET, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                                98-050298
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

 33 Hanesher Street, Raanana, Israel                                43726
(Address of principal executive offices)                         (Zip Code)

                             (011) (972) 9-771-1842
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (l) 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 large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

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

There were 7,333,333 shares of common stock, $0.0001 par value per share,
outstanding on October 30, 2007.
<PAGE>
For purposes of this Quarterly Report, references to the "Company," "we," "us,"
and "our" mean Shopper's Wallet, Inc.

                           FORWARD-LOOKING STATEMENTS

This Quarterly Report contains "forward-looking statements." All statements
other than statements of historical fact are "forward-looking statements."
Forward-looking statements may include the words "may," "will," "estimate,"
"intend," "continue," "believe," "expect," "plan," or "anticipate" and other
similar words. Such forward-looking statements may be contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," among
other places.

Although we believe the expectations reflected in our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in our forward-looking statements. Our future financial condition and
results of operations, as well as any forward-looking statements, are subject to
change and are subject to inherent risks and uncertainties, such as those
disclosed in this Quarterly Report. Each forward-looking statement speaks only
as of the date of the particular statement.

                                       2
<PAGE>
                                      INDEX

                             SHOPPER'S WALLET, INC.

                                                                            Page
                                                                            ----

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements                                                  4

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operation                                            11

Item 3. Controls and Procedures                                              12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                    13

Item 1A. Risk Factors                                                        13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds          13

Item 3. Defaults Upon Senior Securities                                      13

Item 4. Submission of Matters to a Vote of Security Holders                  13

Item 5. Other Information                                                    13

Item 6. Exhibits                                                             13

Signatures                                                                   14

                                       3
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                SHOPPER'S WALLET
                          (A Development Stage Company)

                                 BALANCE SHEETS


                                                  September 30,      October 31,
                                                      2007              2006
                                                    --------          --------
                                                   (unaudited)
ASSETS

Current Assets
  Cash                                              $  7,136          $  4,624
                                                    --------          --------

      Total Assets                                  $  7,136          $  4,624
                                                    ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Loan from Director (Note 5)                       $ 16,211          $    100
                                                    --------          --------

      Total Liabilities                             $ 16,211               100
                                                    --------          --------
Stockholders' Equity (Note 4, 5)
  Common Stock, authorized 100,000,000 shares,
   par value $0.0001, issued and outstanding on
   September 30, 2007; is 7,333,333                      733               500
  Paid in Capital                                     74,267             4,500
  Deficit Accumulated During the
  Development Stage                                  (84,075)             (476)
                                                    --------          --------

      Total Stockholders' Equity                      (9,075)            4,524
                                                    --------          --------

Total Liabilities and Stockholders' Equity          $  7,136          $  4,624
                                                    ========          ========


         The accompanying notes are an integral part of these statements

                                       4
<PAGE>
                                SHOPPER'S WALLET
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                            For the         Cumulative
                                                                                            Period         Amounts From
                                     Three Months      Three Months     Nine Months      June 28, 2006     June 28, 2006
                                        Ended             Ended            Ended        (Inception) To    (Inception) To
                                     September 30,     September 30,    September 30,     September 30,    September 30,
                                         2007              2006             2007              2006             2007
                                      ----------        ----------       ----------        ----------       ----------
<S>                                   <C>               <C>              <C>               <C>              <C>
Revenue                               $       --        $       --       $       --        $       --       $       --

Expenses
  General and Administrative              12,005                --           12,505                --           15,969
  Bank Charges                               141                --              250                --              334
  Filing Fees                                320                --            1,460                --            1,470
  Legal                                   10,000                --           14,000                --           24,000
  Product Development                     38,000                --           38,000                --           38,000
                                      ----------        ----------       ----------        ----------       ----------
Other Income:
  Interest Income                            223                --              223                --              223

Other Expense:
  Foreign Exchange Difference              4,525                                                   --            4,525
                                      ----------        ----------       ----------        ----------       ----------
Loss before income taxes                 (60,243)               --          (70,517)               --          (84,075)
Provision for income taxes                    --                --               --                --               --
                                      ----------        ----------       ----------        ----------       ----------

Net (Loss)                            $  (60,243)       $       --       $  (70,517)       $       --       $  (84,075)
                                      ==========        ==========       ==========        ==========       ==========

Basic and Diluted (Loss) per Share             a                 a                a                 a                a
                                      ----------        ----------       ----------        ----------       ----------

Weighted Average Number of Shares      5,616,492         5,000,000        5,616,492         5,000,000        5,616,492
                                      ----------        ----------       ----------        ----------       ----------
</TABLE>


         The accompanying notes are an integral part of these statements

                                       5
<PAGE>
                                SHOPPER'S WALLET
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                 JUNE 28, 2006 (INCEPTION) TO SEPTEMBER 30, 2007

<TABLE>
<CAPTION>
                                          Common Stock
                                      -------------------       Paid in     Accumulated       Total
                                      Shares       Amount       Capital       Deficit         Equity
                                      ------       ------       -------       -------         ------
<S>                                  <C>            <C>         <C>           <C>            <C>
INCEPTION, JUNE 28, 2006                   --      $   --      $     --      $      --      $      --

Initial capitalization, sale of
common stock to Directors on
June 28, 2006                       5,000,000         500         4,500                         5,000

Net (Loss)                                 --          --            --        (13,558)       (13,558)
                                   ----------      ------      --------      ---------      ---------

BALANCE, DECEMBER 31, 2006          5,000,000         500         4,500        (13,558)        (8,558)

Private placement closed
June 18, 2007                       2,333,333         233        69,767             --         70,000

Net (Loss)                                 --          --            --        (70,517)       (70,517)
                                   ----------      ------      --------      ---------      ---------

BALANCE SEPTEMBER 30, 2007          7,333,333      $  733      $ 74,267      $ (84,075)     $  (9,075)
                                   ==========      ======      ========      =========      =========
</TABLE>


         The accompanying notes are an integral part of these statements

                                       6
<PAGE>



                                SHOPPER'S WALLET
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                              For the Period                       For the Period
                                               June 28, 2006      Nine Months       June 28, 2006
                                              (Inception) To         Ended         (Inception) To
                                               September 30,     September 30,      September 30,
                                                   2006              2007               2007
                                                 --------          --------           --------
<S>                                              <C>               <C>                <C>
Operating Activities
  Net (Loss)                                     $     --          $(13,558)          $(84,075)
  Increase in Accounts Payable                        100            14,911             16,111
                                                 --------          --------           --------

Net Cash (Used) by Operating Activities               100             1,353            (67,964)
                                                 --------          --------           --------
Financing Activities
  Proceeds from contributed Capital                    --                --                 --
  Proceeds from sale of Common Stock                   --             5,000             75,000
                                                 --------          --------           --------

Cash Provided by Financing Activities                  --             5,000             75,000
                                                 --------          --------           --------

Net Increase in Cash                                  100             6,353              7,036

Cash, Beginning of Period                              --               100                100
                                                 --------          --------           --------

Cash, End of Period                              $    100          $  6,453           $  7,136
                                                 ========          ========           ========

Supplemental Information:
  Interest Paid                                  $     --          $     --           $     --
  Income Taxes Paid                              $     --          $     --           $     --
</TABLE>


         The accompanying notes are an integral part of these statements

                                       7
<PAGE>
                             SHOPPER'S WALLET, INC.
                          (A Development Stage Company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              (SEPTEMBER 30, 2007)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Shopper's Wallet, Inc, a development stage company, was incorporated on June 28,
2006 under the laws of the State of Nevada.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below. The company
has adopted a December 31 year end.

ACCOUNTING BASIS

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

MANAGEMENT CERTIFICATION

The financial statements herein are certified by the officers of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.

CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109). SFAS 109 requires the use of an asset and
liability approach in accounting for income taxes.

SFAS 109 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. No provision for

                                       8
<PAGE>
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NET INCOME PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.

REVENUE AND COST RECOGNITION

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES

As noted above, income taxes are provided in accordance with SFAS 109. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 4. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001 per
share. All common stock shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and, therefore, the
holders of more than 50% of the common stock could, if they choose to do so,
elect all of the directors of the Company.

ISSUED AND OUTSTANDING

On June 28, 2006 (inception), the Company issued 5,000,000 shares of its common
stock to its Directors for cash of $5,000. See Note 5.

On June 18, 2007, the Company closed a private placement for 2,333,333 common
shares at a price of $0.03 per share, for aggregate proceeds of $70,000. The
shares of common stock sold to the investors were previously registered by us
pursuant to a registration statement on Form SB-2, which was declared effective
by the Securities and Exchange Commission on January 19, 2007. The Company
accepted subscriptions from 36 offshore non-affiliated investors.

                                       9
<PAGE>
NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The Company's
Directors provide office space free of charge. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.

On June 28, 2006 (inception), the Company issued 5,000,000 shares of its common
stock to its Directors for cash of $5,000. See Note 4.

Mr. Jacob Perry, a Director, loaned the Company $15,000. The loan bears no
interest and is payable on demand on or after December 1, 2007 pursuant to the
terms of a promissory note dated December 1, 2006.

During April 2007, Mr. Jacob Perry loaned the Company $1200. The loan bears no
interest and is payable on demand on or after December 1, 2007.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception to September 30, 2007 of $84,075. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company's continuation as a going concern is dependent on its ability to
meet its obligations, to obtain additional financing as may be required and
ultimately to attain profitability. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 7.  NET OPERATING LOSSES

As of September 30, 2007, the Company has a net operating loss carry forward of
approximately $84,075 which will expire 19 years from the date the loss was
incurred.

NOTE 8.  OPERATING LEASES AND OTHER COMMITMENTS:

The Company currently has no operating lease commitments or any other
commitments.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

Shopper's Wallet, Inc. (referred to in this quarterly report as "Shoppers",
"us", "we" and "our") was incorporated on June 28, 2006, in the State of Nevada.
Our principal executive offices are located at 33 Hanesher Street, Raanana
43726, Israel. Our telephone number is (011) (972) 9-771-1842. We are a
development stage company with limited operations and no revenues from our
business operations. We do not expect to commence earning revenues until at
least January, 2008. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt that we can continue
as an on-going business for the next twelve months. We do not anticipate that we
will generate significant revenues until we have completed our
"English-as-Second-Language" training courses product and our marketing plan to
attract customers. Accordingly, we must raise cash from sources other than our
operations in order to implement our marketing plan.

We have raised money from an offering of our shares pursuant to a Registration
Statement on Form SB-2. As of June 18, 2007, we successfully completed the sale
of 2,333,333 shares of our common stock to various investors at a price per
share of $0.03 for aggregate proceeds of $70,000. The shares of common stock
sold to the investors were previously registered by us pursuant to a
registration statement on Form SB-2, which was declared effective by the
Securities and Exchange Commission on January 19, 2007. We believe that this
will allow us to begin our product development, market our website, and remain
in business for twelve months. If we are unable to generate revenues after
twelve months for any reason, or if we are unable to make a reasonable profit
after twelve months, we may have to suspend or cease operations. At the present
time, we have not made any arrangements to raise additional cash. If we need
additional funds in the next twelve months, we may seek to obtain additional
funds through a second public offering, private placement of securities, or
loans. Other than as described in this paragraph, we have no other financing
plans at this time.

PLAN OF OPERATION

The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in our financial position should be read
in conjunction with our most recent financial statements and notes appearing
elsewhere in this Form 10-QSB; and our SB-2 filed on January 19, 2007.

We were incorporated on June 28, 2006. We have not generated any revenue to date
and we are a development stage company. We are focused on developing and
offering interactive English language training courses specifically designed for
adults who are learning English as a second language. The course content will
cover English phonetics, grammar, pronunciation and spoken English, vocabulary
and learning games. We plan to develop the media with animation graphics and
interactive capabilities. It is our goal to offer our products both online and
through the direct sale of DVD products.

RESULTS OF OPERATIONS

On August 21, 2007 we paid $38,000 to A.M. Managements Tools for the initial
development of the beginner and intermediate level of our product for us.

Our company posted losses of $60,243 for the three months and $70,517 for the
nine months ended September 30, 2007. This compares to $0 for the three months
and $0 for the period from our incorporation on June 28, 2006 to September 30,
2006. From inception to September 30, 2007 we have incurred losses of $84,075.
The principal components of our losses for the nine months ended September 30,
2007 included general and administrative costs of $15,969, legal costs of
$24,000 and product development costs of $38,000.

As of the date of this report, our net cash balance is approximately $7,136.
Cash on hand is currently our only source of liquidity. We do not have any
lending arrangements in place with banking or financial institutions and we do
not anticipate that we will be able to secure these funding arrangements in the
near future.

Since inception, we have sold 7,333,333 shares of common stock to our
stockholders.

                                       11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2007, we had working capital of $7,136, compared to $4,624 at
October 31, 2006. At September 30, 2007, our total assets consisted of cash of
$7,136, compared to cash of $4,624 at October 31, 2006.

We entered fiscal 2007 with $6,462 of cash, as of June 18, 2007, we successfully
completed the sale of 2,333,333 shares of our common stock to various investors
at a price per share of $0.03 for aggregate proceeds of $70,000. From inception
to September 30, 2007 we have incurred losses of $84,075. The principal
components of our losses for the nine months ended September 30, 2007 included
general and administrative costs of $15,969, legal costs of $24,000 and product
development costs of $38,000.

We used approximately $24,000 to pay for professional and other fees related to
our SB-2 registration statement and $10,000 for our share transfer agent. During
the third quarter, we spent $38,000 on the development of our product. This
included costs for the design and programming of our initial product.

How long we will be able to satisfy our cash requirements depends on how quickly
our company can generate revenue and how much revenue can be generated. Although
there can be no assurance at present, we plan to be in a position to generate
revenues by 2008. We must generate at least $23,000 in net revenues in order to
fund all expenditures under our 12-month plan of operation. Net revenue is
defined as gross revenue net of any direct costs that were necessary to produce
the revenue, such as subcontractors, travel and other direct costs attributable
to the project that we have to pay for.

If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any further
shortfall will affect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.

GOING CONCERN CONSIDERATION

Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, we carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and the Principal Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
produce a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures were, in fact, adequate and effective to ensure that material
information relating to the Company that is required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized, and reported within the
time periods specified in rules of the U. S. Securities and Exchange Commission
(the "Commission"), and accumulated and communicated to the Company's
management, including its Principal Executive Officer and Principal Accounting
Officer, to allow timely decisions regarding required disclosure.

                                       12
<PAGE>
(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's internal controls during the
Company's last fiscal quarter, the Company`s Principal Executive Officer and
Principal Accounting Officer have determined that there are no changes to the
Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially effect, the Company's internal
controls over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.

ITEM 1A. RISK FACTORS

We incorporate by reference the risk factors set forth in our Registration
Statement on Form SB-2, filed on January 3, 2007. We know of no changes that
would impact the content of the risk factors disclosed therein.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

  Exhibit
  Number                           Exhibit Description
  ------                           -------------------
   3.1 -    Certificate of Incorporation of the Company incorporated herein
            from Exhibit 3.1 of our Registration Statement of Form SB-2, filed
            on January 3, 2007, file number 333-141221.
   3.2 -    Bylaws of Company incorporated herein from Exhibit 3.2 of our
            Registration Statement of Form SB-2, filed on January 3, 2007, file
            number 333-141221.
   31.1 -   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
            Officer*
   31.2 -   Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
            Officer*
   32.1 -   Section 1350 Certification of Principal Executive Officer*
   32.2 -   Section 1350 Certification of Principal Financial Officer*

----------
* Filed herewith.

                                       13
<PAGE>
                                   SIGNATURES

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

                             SHOPPER'S WALLET, INC.


October 30, 2007             By: /s/ Jacob Perry
                                ----------------------------------------
                                Jacob Perry
                                Chief Executive Officer


October 30, 2007             By: /s/ Dejan Mirkovic
                                ----------------------------------------
                                Dejan Mirkovic
                                Principal Financial Officer

                                       14