UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  ______________
  FORM
10-KSB
 ______________
   (Mark
One)
 x
                ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934for the fiscal year ended December 31,
      2007
  o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the transition period from _____ to
      _____
  SEC File
Number: 333-135188
  DRIVER
PASSPORT INC.
 (Name of
small business issuer in its charter)
  North
      Dakota
              20-3955577(State
      or other jurisdiction
              (I.R.S.
      employerof
      incorporation or organization)
              identification
      number)
  1168
12th Street N.E Grand Forks, ND 58201
 (Address
of principal executive offices and zip code)
  800-743-1824
 Issuer's
telephone number:
  N/A
 
 (Former Name or
Former Address,
 if Changed
Since Last Report)
   Check whether the issuer
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. o
  Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x    No
o
  Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. x
  Indicate by checkmark
whether the registrant is a shell company as defined in Rule 12b-2 of the
Exchange Act. x
  The
issuer’s revenues for its fiscal year ended December 31, 2007 were
$0.
  The
aggregate market value of the common equity held by non-affiliates as of
December 31, 2007 was approximately $347,760 based on the $0.08 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.
  The
number of shares of Class A Common Stock of the issuer outstanding as of March
28, 2008 was 29,847,000.
  
  TABLE
OF CONTENTS
  Item
                
                PagePART
      I1
                Description
      of Business
                12
                Description
      of Properties
                33
                Legal
      Proceedings
                44
                Submission
      of Matters to a Vote of Security Holders
                4PART
      II5
                Market
      for Common Equity and Related Stockholder Matters
                46
                Plan
      of Operation
                67
                Financial
      Statements
                108
                Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                108A
                Controls
      and Procedures
                108B
                Other
      Information
                11PART
      III9
                Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
                1210
                Executive
      Compensation
                1311
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                1312
                Certain
      Relationships and Related Transactions
                1413
                Exhibits
                16Signatures
                17
  i
  FORWARD-LOOKING
STATEMENTS
  The following
discussion and analysis is provided to increase the understanding of, and should
be read in conjunction with, the Financial Statements of the Company and Notes
thereto included elsewhere in this Report. Historical results and percentage
relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC
filings.
  The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.
   PART
I
   ITEM
1. -DESCRIPTION OF
BUSINESS
  Business
  Business
Development
  Driver Passport, LLC., was
incorporated as a limited liability company in North Dakota on October 12, 2004.
On January 1, 2006, Driver Passport, Inc., a newly formed North Dakota
corporation acquired the DriverPassport.com website together with all tangible
and intellectual property rights and all other assets owned by the LLC for
25,500,000 shares of common stock of Driver Passport, Inc. On January 2, 2006,
the LLC was dissolved, and the shares of stock were conveyed to the LLC's sole
member, Mr. Randy Brown, our president.
  Our
address is 1168 12th Street N.E., Grand Forks, ND 58201 and our telephone number
is 800-743-1824.
  1
  We
are:
  ·
                    a
      development stage;
 ·
                    that
      has no operating history; and
 ·
                    has
      earned no revenues.
  Since our
inception, we have devoted our activities to the following:
  ·
                    Developing
      our business plan
 ·
                    Obtaining
      our products
 ·
                    Determining
      the market for the services we intend to offer on our
    website
 ·
                    Developing
      a marketing plan.
  Driver
Passport
  We are a
real-time, internet, driver security program allowing shippers to verify and
validate the driver prior to loading cargo. We provide an online system with
photo, driver license and transport equipment verification that provides one
more check for shippers prior to loading their cargo.
  Competition
  We
compete with many other companies selling transportation security systems. Some
of our competitors are more established and have substantially greater resources
us. We do not yet compete in this market.
  Biometric
technology. Not every shipping and/or receiving location will have
the biometric readers, primarily due to the cost, which will make difficult
seamless security throughout the supply chain. With the recent additional costs
facing transportation companies, i.e. fuel costs, criminal background checks,
and driver availability, we believe transportation companies cannot afford to
expend large sums of cash for hardware. Transportation companies also cannot
afford not to take transportation security seriously.
  2
  Global
Positioning Systems. Global Positioning Systems are expensive and operate
in a reactive manner by tracing errant equipment after an emergency has
occurred. Driver Passport allows for a pro-active approach to security. The
driver is verified prior to loading or unloading the transport equipment.
Validation occurs prior to shipping.
  Driver
Passport intends to compete by offering a system that is reasonably priced, easy
to use, and available to anyone with internet access. Because it is easily
accessible, with no capital expenditure requirement, and user friendly, Driver
Passport would be readily available and could be used throughout the supply
chain maintaining seamless security.
  Employees
  We have
the following employees:
  Full
time:
 Management
- 0
 Sales -
0
  Part
time:
 Sales -
0
  ITEM 2
- DESCRIPTION OF PROPERTY
 We do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
 3
  ITEM
3 - LEGAL PROCEEDINGS
  Mr. Brown
and his affiliates Capital Harvest, Inc., AGSCO, Inc. and Ag-Supplier.com, Inc.
were involved in business litigation with John D. Erickson, Richard Dregseth and
Jon Ramsey District Court of Northeast Judicial District state of North Dakota
located in Grand Forks, North Dakota. In one action, John D. Erickson, Richard
Dregseth and Jon Ramsey alleged Mr. Brown and his affiliates failed to give them
a promised share of the business of Capital Harvest, Inc, which was to be a
captive finance company. In the second action, Mr. Brown’s affiliates seeked
injunctive relief to keep three individual defendants from using proprietary
material and for damages in relation to the use of the certain proprietary
material.
  The law
suits went to a jury trial on November 28, 2006. The trial lasted seven days and
on December 6, the jury delivered a verdict, where it found that Randy Brown was
not liable to the plaintiffs for either of their claims. The plaintiffs have
appealed their case to the North Dakota Supreme Court and was argued on
September 17, 2007.  As of March 24th, 2008, the North Dakota Supreme Court
ruled in favor of Randy Brown on all but two issues. The case will be remanded
to district court to try the two remaining issues.
 ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None
  PART
II
  ITEM
5 - MARKET FOR THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  A.
Market Information
  Our
Common Stock presently trades on the NASD OTC Bulletin Board under the symbol
"DPSS.OB."
  4
  As of
December 31, 2007, we had 29,847,000 outstanding shares of Common Stock, $.001
par value. As of December 31, 2007, we had outstanding -0- shares of
Preferred Stock. ("Series A Preferred Stock").
  The
following table sets forth certain information with respect to the high and low
market prices of our common stock for the fiscal years ended December 31,
2007:
  Year
                  Period
                  High
                  LowFiscal
      Year 2007
                  1/1/07
      - 12/31/07
                  $3.00
                  $.08
  The
closing price of our Common Stock on December 31, 2007 was $0.08.
  The high
and low prices are based on the average bid and ask prices for our Common Stock
as reported by the OTC Bulletin Board. Such prices are inter-dealer prices
without retail mark-ups, mark-downs or commissions and may not represent actual
transactions.
  Trades
of our Common Stock may be subject to Rule 15g-9 of the SEC, which rule imposes
certain requirements on broker/dealers who sell securities subject to the rule
to persons other than established customers and accredited investors. For
transactions covered by the rule, broker/dealers must make a special suitability
determination for purchasers of the securities and receive the purchaser’s
written agreement to the transaction prior to sale. The SEC also has rules that
regulate broker/dealer practices in connection with transactions in "penny
stocks." Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the
exchange or system). If the Company’s Common Stock is deemed to be penny stock,
trading in the shares will be subject to additional sales practice requirements
on broker/dealers who sell penny stock to persons other than established
customers and accredited investors. "Accredited investors" are persons with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse. The penny stock rules require a broker/dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker/dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker/dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker/dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer’s confirmation. These disclosure requirements have
the effect of reducing the level of trading activity in the secondary market for
our Common Stock. As a result of these rules, investors may find it difficult to
sell their shares.
  5
  B.
Holders
  Records
of our stock transfer agent indicate that as of December 31, 2007, we had 58
holders on record of our Common Stock. Since a significant number of our shares
are held by financial institutions in "street name" it is likely that we have
significantly more stockholders than indicated above. We estimate that we have
approximately 75 beneficial owners, including such shares held in "street
name."
  C.
Dividends
  Currently
we do not pay cash dividends and we intend to retain future earnings to support
our growth. We do not anticipate paying any cash dividends in the foreseeable
future.
  D.
Recent Sales of Unregistered Securities
  None.
  ITEM
6 - PLAN OF OPERATION
  Critical
Accounting Policies and Estimates:
  Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make significant estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, expenses and
related disclosure of contingent assets and liabilities. We evaluate our
estimates, including those related to contingencies, on an ongoing basis. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
  We
believe the following critical accounting policies, among others; involve the
more significant judgments and estimates used in the preparation of our
consolidated financial statements.
  6
  Information
Relating To Forward-Looking Statements
  When
used in this Annual Report on Form 10-KSB, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "intend," "plans", and similar expressions
are intended to identify forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 regarding events, conditions and financial trends which may
affect the Company’s future plans of operations, business strategy, operating
results and financial position. Such statements are not guarantees of future
performance and are subject to risks and uncertainties and actual results may
differ materially from those included within the forward-looking statements as a
result of various factors. Such factors include, among others: (i)
the Company’s ability to obtain additional sources of capital to fund continuing
operations; in the event it is unable to timely generate revenues (ii) the
Company’s ability to retain existing or obtain additional licensees who will act
as distributors of its products; (iii) the Company’s ability to obtain
additional patent protection for its technology; and (iv) other economic,
competitive and governmental factors affecting the Company’s operations, market,
products and services. Additional factors are described in the Company’s other
public reports and filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date made. The Company undertakes no obligation to
publicly release the result of any revision of these forward-looking statements
to reflect events or circumstances after the date they are made or to reflect
the occurrence of unanticipated events.
  General
  We are a
real-time, internet, driver security program allowing shippers to verify and
validate the driver prior to loading cargo. We provide an online system with
photo, driver license and transport equipment verification that provides one
more check for shippers prior to loading their cargo.
  We
are:
  ·
                    a
      development stage;
 ·
                    that
      has no operating history; and
 ·
                    has
      earned no revenues.
  Since our
inception, we have devoted our activities to the following:
  ·
                    Developing
      our business plan
 ·
                    Obtaining
      our products
 ·
                    Determining
      the market for the services we intend to offer on our
    website
 ·
                    Developing
      a marketing plan.
 7
  Plan
of Operations
  Our
proposed plan of operations involves the following:
  Event
                  Actions
                  Lead
      Time
                  Itemized
      estimated costCustomized
      enhancement of driver validation screen.
                  Additional
      verification field to include driver pickup or load reference
      number.
                  One
      week from first client contract.
                  Contracted
      IT labor.
                    10
      hours @ $80/hr billable rate.
                    Total
      estimated cost of $800.Testing
      of Load Reference field before broad customer release.
                  Active
      testing of field and potential
                    negative
      impact on software
                  One
      week dedicated testing from completion of field
      creation.
                  Contracted
      IT labor.
                    15
      hours @ $80/hr billable rate.
                    Total
      estimated cost of $1,200.Addition
      of upgraded badge printer allowing for hologram technology on
      badges.
                  Faster
      badge printer will be necessary to expedite client badge
      shipments.
                  Six
      weeks from closure of first recorded sales month.
                  Contracted
      IT labor.
                    10
      hours @ $80/hr billable rate.
                    Labor
      cost $800.
                    Estimated
      cost of badge printer, software
                    and
      shipping $10,000.
                    Total:
      $10,800Research
      potential program and business expansion to offer driverhiring research
      services such as: criminal background check, reference checks, MVR
      verification, credit history research.
                  Research
      contractors providing various services, negotiate terms, create business
      plan and SOP's, evaluate benefits of incorporating business model into
      DPP.
                  Six
      months after initial sales commence.
                  Internal
      management resources to research contractors, create business model and
      evaluate potential.
                    20
      hours at $125 hourly rate.
                    $2,500
      estimated research cost.Creation
      of online 'Click for Help'
                    queries
      for customers.
                  Create
      individual field 'help' descriptive screens.
                  Two
      month lead time from closure of first year.
                  Contracted
      IT labor.
                    120
      hours @ $80/hr billable rate.
                    Total
      estimated cost $9,600.
                    Should
      provide additional on-line support reducing need for additional IT and
      customer service support staff.
  8
  We
entered into an unsecured promissory note with Mr. Brown in a maximum amount of
$500,000, due on demand. Mr. Brown has charged the Company interest at the prime
rate (7.5% as of December 31, 2007). Interest is calculated on a monthly basis
on the principal balance owing on the last day of the month. The balance as
of  December 31 is $273,894 which includes accrued interest of
$26,006. Until financing described below has been received, all our costs, which
we will incur irrespective of our business development activities, including
bank service fees and those costs associated with on-going SEC reporting
requirements, estimated to be $3,000 per quarter in which a report on Form
10-QSB is required to be filed and $12,500 in the quarter in which a report on
Form 10-KSB is required to be filed, will be funded as a loan from management,
to the extent that funds are available to do so. Management has advanced
$247,888 for our operating expenses and any capital expenditures we have
acquired as of December 31, 2007.  Management is not obligated to
provide these or any other funds. If we fail to meet these requirements, we will
be unable to secure a qualification for quotation of our securities on the over
the counter bulletin board, or if we have secured a qualification, may lose the
qualification and our securities would no longer trade on the over the counter
bulletin board. Further, if we fail to meet these obligations and as a
consequence we fail to satisfy our SEC reporting obligations, investors will now
own stock in a company that does not provide the disclosure available in
quarterly and annual reports filed with the SEC and investors may have increased
difficulty in selling their stock as we will be non-reporting.
  We will
need to secure a minimum of approximately $50,000 in funds to finance
development of our business in the next 12 months, which funds will be used for
product development and sales and marketing. However in order to become
profitable we may still need to secure additional debt or equity funding. We
hope to be able to raise additional funds from an offering of our stock in the
future. However, this offering may not occur, or if it occurs, may not raise the
required funding. We do not have any plans or specific agreements for new
sources of funding, except for the anticipated loans from management as
described above, or any planned material acquisitions.
  We are a development stage
company that as of December 31, 2007 had no cash on hand. We incurred a net
loss for the twelve months ended December 31, 2007 of $117,634.
  We did
raise $39,900 in cash from a private offering of our shares in June 2006. In
order to commence operations and become profitable we will need to secure
additional debt or equity funding. We have no source of other funding
identified. We also hope to be able to raise additional funds from an offering
of our stock in the future. We have no agreements, commitments or understandings
in place concerning this type of offering. This offering may not occur, or if it
occurs, may not raise the required funding.
  Our
ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that there is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we have not commenced operations, an investor cannot
determine if we will ever become profitable.
  In
February 2007, we entered into a strategic partnership with Corporate Security
Services Group in order to enhance existing security services.  These
services will focus on providing comprehensive employment screening services to
site specific security plans.
  9
  In July
of 2007, the Company has ceased marketing operations under its current business
plan and is considering other business ventures.  Commencing in the
fourth quarter of 2007, the Company established a relationship with a consultant
that will attempt to attract new business for the Company. The Company has
agreed on December 18, 2007 to pay this consultant 50,000 shares of stock for
his efforts.
 ITEM
7 - FINANCIAL STATEMENTS
  Financial
statements are included under Item 13(A) and may be found at pages F-1 -
F-17.
  ITEM
8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  ITEM 8A. CONTROLS AND
PROCEDURES
  Conclusions
of Management Regarding Effectiveness of Disclosure Controls and
Procedures.
 
 Under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-15(e) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that there was a material weakness affecting our internal control over
financial reporting and, as a result of this weakness, our disclosure controls
and procedures were not effective as of December 31, 2007.
 
 Management’s
Report on Internal Control over Financial Reporting.
 
 The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting for the company. The Company’s
internal control over financial reporting is a process to provide reasonable
assurance regarding the reliability of our financial reporting for external
purposes in accordance with accounting principles generally accepted in the
United States of America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect our
transactions; providing reasonable assurance that transactions are recorded as
necessary for preparation of our financial statements; providing reasonable
assurance that receipts and expenditures of company assets are made in
accordance with management authorization; and providing reasonable assurance
that unauthorized acquisition, use or disposition of company assets that could
have a material effect on our financial statements would be prevented or
detected on a timely basis. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance
that a misstatement of our financial statements would be prevented or
detected.
  10
 
 As of
December 31, 2007 management conducted an assessment of the effectiveness of
Company's internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in “Internal
Control — Integrated Framework,” issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. Based upon this assessment, we
determined that there was a material weakness affecting our internal control
over financial reporting and, as a result of that weakness, our disclosure
controls and procedures were not effective as of December 31, 2007.  The
material weakness is as follows:
 
 We did
not maintain effective controls to ensure appropriate segregation of duties as
the same employees were responsible for the initiating and recording of
transactions, thereby creating segregation of duties weaknesses. Due to the (1)
significance of segregation of duties to the preparation of reliable financial
statements, (2) the significance of potential misstatement that could have
resulted due to the deficient controls and (3) the absence of sufficient other
mitigating controls, we determined that this control deficiency resulted in more
than a remote likelihood that a material misstatement or lack of disclosure
within the annual or interim financial statements will not be prevented or
detected.
 
 Management’s
Remediation Initiatives
 
 Management
is currently evaluating avenues for mitigating our internal controls weaknesses,
but mitigating controls that are practical and cost effective may not be found
based on the size and structure of our organization.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected.  These inherent limitations include the
realities that judgments in decision making can be faulty and that breakdowns
can occur because of simple error or mistake.  The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.  Projections of any
evaluation of controls effectiveness to future periods are subject to
risks.
 
 This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.
  ITEM
8B. OTHER INFORMATION
  None
  11
  ITEM
9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
  A.
Identification of Executive Officers and Directors
  The
Company’s Board of Directors currently consists of one director. Set forth below
is certain information regarding our directors and key executive
officers.
  DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
  The board
of directors elects our executive officers annually. A majority vote of the
directors who are in office is required to fill vacancies. Each director shall
be elected for the term of one year, and until his successor is elected and
qualified, or until his earlier resignation or removal. Our directors and
executive officers are as follows:
  Name
                  Age
                  PositionRandy
      Brown
                  49
                  President,
      CEO and Director
  Compensation
of Directors
  None
  Compliance
With Section 16(a) of the Exchange Act
  Section 16(a)
of the Securities Exchange Act requires our executive officers and directors and
person who own more than 10% of our common stock to file reports regarding
ownership of and transactions in our securities with the Securities and Exchange
Commissioner and to provide us with copies of those filings. Based solely on our
review of the copies received by or a written representation from certain
reporting persons we believe that during fiscal year ended December 31, 2007, we
believe that all eligible persons are in compliance with the requirements of
Section 16(a).
  12
  ITEM
10 - EXECUTIVE COMPENSATION
  Summary
Compensation Table
  The table
below shows certain compensation information for services rendered in all
capacities for the fiscal years ended December 31, 2006 and 2007. Other than as
set forth herein, no executive officer’s salary and bonus exceeded $100,000 in
any of the applicable years. The following information includes the dollar value
of base salaries, bonus awards, the number of stock options granted and certain
other compensation, if any, whether paid or deferred.
  Annual
                    Compensation
                  
                  Long
      Term
                    CompensationName
      and
                    Principal
      Position
                  
                  Fiscal
      Year Ended
                    December
      31
                  
                  Salary
                    ($)
                  
                  Bonus
                    ($)
                  
                  Options/SARS
                    (#)Randy
      Brown
                  
                  
                  2007
                  
                  0
                  
                  
                  0
                  
                  0President,
      CEO and Director
                  
                  
                  2006
                  
                  0
                  
                  
                  0
                  
                  0
  Employment
Agreements
  We have
no employment agreements with our executive officers.
  ITEM
11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table sets forth, as of December 31, 2007, the number and percentage
of shares of Common Stock of the Company, owned of record and beneficially, by
each person known by the Company to own 5% or more of such stock, each director
of the Company, and by all executive officers and directors of the Company, as a
group:
  Name
      and Address
                  
                  Amount
      of
                    Beneficial
                    Ownership
      (1)
                  
                  Percent
      of
                    Beneficial
                    Ownership
      (2)Randy
      Brown
                  
                  25,500,000
                  
                  85%1168 12th
      Street NEGrand
      Forks, ND 58201
  13
  ITEM
12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
  We
entered into an unsecured promissory note with Mr. Brown in a maximum amount of
$500,000, due on demand. Mr. Brown has charged the Company interest at the prime
rate (7.5% as of December 31, 2007). Interest is calculated on a monthly basis
on the principal balance owing on the last day of the month. The balance as
of  December 31, 2007 is $273,894 which includes accrued interest
of $26,006.
  Driver
Passport LLC entered into a note payable with Mr. Brown for the payment of all
the costs that Driver Passport LLC incurred for software development and start
up costs. The member charged prime rate (7.00% at December 31, 2005 and 5.25% at
December 31, 2004) on all amounts owed by Driver Passport LLC. The note was
dated January 1, 2005, and interest was assessed monthly based on the principal
balance owing as of the last day of the month. On December 31, 2005, Mr. Brown
converted these amounts to contributed capital. Driver Passport LLC had no
amounts outstanding on December 31, 2005 to Mr. Brown.
  Except as
set forth above, we have not entered into any material transactions with any
director, executive officer, and promoter, beneficial owner of five percent or
more of our common stock, or family members of such persons.
  ITEM
13 - EXHIBITS, LIST AND REPORTS ON FORM 8-K
 A.
                      Financial
      Statements filed as part of this
Report:
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
  14
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
  INDEX
TO FINANCIAL STATEMENTS
  PageReports
      of Independent Registered Public Accounting Firm
                    F-1
      - F-2Balance
      Sheets as of December 31, 2007 and 2006
                    F-3Statements
      of Operations for the Years Ended December 31, 2007
      and       2006 and Since
      Inception
                    F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the Years Ended December
      31, 2007 and December 31, 2006
                    F-5Statements
      of Cash Flows for the Years Ended December 31, 2007 and 2006 and Since
      Inception
                    F-6Notes
      to Financial Statements
                    F-7
      - F-17
  15
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Directors of
 Driver
Passport, Inc.
 (A
Development Stage Company)
 Grand
Forks, ND
 
 We have
audited the accompanying balance sheet of Driver Passport, Inc. (the “Company”)
(a development stage company) as of December 31, 2007 and the related statements
of operations, changes in stockholders’ equity (deficit), and cash flows for the
year ended December 31, 2007 with cumulative totals since October 12, 2004
(inception) through December 31, 2007 for the statements of operations,
stockholders’ equity (deficit) and cash flows.  These financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  We were
not engaged to perform an audit of the Company’s internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Driver Passport, Inc. as of
December 31, 2007, and the results of its statements of operations, changes in
stockholders’ equity (deficit), and cash flows for the year ended December 31,
2007, with cumulative totals since October 12, 2004 (inception) for the
statements of operations, stockholders’ equity (deficit) and cash flows in
conformity with U.S. generally accepted accounting principles.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.   As discussed in Note 7 to the
financial statements, the Company has just begun operations, and is currently
developing its business. The Company has incurred losses in its first few years
of operations, and has a working capital deficiency. These factors raise
substantial doubt about its ability to continue as a going
concern.  Management’s operating and financing plans in regards to
these matters are also discussed in Note 7.  The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
  /s/
      KBL,
      LLPNew
      York, NYMarch
      10, 2008
  F-1
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Directors of
 Driver
Passport, Inc.
 (A
Development Stage Company)
 Grand
Forks, ND
 
 I have
audited the accompanying balance sheet of Driver Passport, Inc. (the “Company”)
(a development stage company) as of December 31, 2006, and the related
statements of operations, changes in stockholders’ equity and cash flows for the
year then ended and for the period October 12, 2004 (inception) through December
31, 2006 for the statements of operations, stockholders’ equity and cash flows.
These financial statements are the responsibility of management.  My
responsibility is to express an opinion on these financial statements based on
my audit.
 
 I
conducted my audit in accordance with the standards established by the Public
Company Accounting Oversight Board (United States).  Those standards
require that I plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  I believe
that my audit provides a reasonable basis for my opinion.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 7 to the financial
statements, the Company has just begun operations, and is currently developing
its business. The Company has incurred losses in its first few years of
operations, and has a working capital deficiency. These factors raise
substantial doubt about its ability to continue as a going
concern.  Management’s operating and financing plans in regards to
these matters are also discussed in Note 7.  The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Driver Passport, Inc. (a
development stage company) as of December 31, 2006 and the results of its
operations, and cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.
 
 As noted
in Note 11 to the financial statements, the Company has restated its financial
statements for the year ended December 31, 2006 to reflect the accrual of
services performed in 2006 that were paid with the issuance of 2,130,000 common
shares in February 2007. The value of these shares was $.05 per share or
$106,500. This adjustment reflects a correction of an error.
  /s/
      MICHAEL POLLACK,
      CPAMICHAEL
      POLLACK, CPACherry
      Hill, New Jersey
 March 8,
2007, except for Note 11 which is dated May 1, 2007
   F-2
  DRIVER PASSPORT INC.
 (A DEVELOPMENT STAGE
COMPANY)
 BALANCE SHEETS
 DECEMBER 31, 2007 AND
2006
   ASSETS2007
                      
                      
                      2006Current
      Assets:Cash
      and cash equivalents
                      
                      $
                      -
                      
                      
                      $
                      -Prepaid
      expenses and other current assets
                      
                      
                      -
                      
                      
                      
                      -Total
      Current Assets
                      
                      
                      -
                      
                      
                      
                      -Fixed
      assets, net of depreciation
                      
                      
                      5,481
                      
                      
                      
                      859Other
      Assets:Software
      development costs, net of amortization
                      
                      
                      -
                      
                      
                      
                      11,400Total
      Other Assets
                      
                      
                      -
                      
                      
                      
                      11,400TOTAL
      ASSETS
                      
                      $
                      5,481
                      
                      
                      $
                      12,259LIABILITIES AND
      STOCKHOLDERS' (DEFICIT)LIABILITIESCurrent
      Liabilities:Current
      portion of notes payable
                      
                      $
                      273,894
                      
                      
                      $
                      173,421Accounts
      payable and accrued expenses
                      
                      
                      12,500
                      
                      
                      
                      7,500Liability
      for stock to be issued
                      
                      
                      4,000
                      
                      
                      
                      106,500Total
      Current Liabilities
                      
                      
                      290,394
                      
                      
                      
                      287,421Total
      Liabilities
                      
                      
                      290,394
                      
                      
                      
                      287,421STOCKHOLDERS'
      (DEFICIT)Preferred
      stock, $.001 Par Value; 10,000,000 shares authorizedand
      0 shares issued and outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $.001 Par Value; 50,000,000 shares authorized,29,847,000
      and 27,717,000 shares issued and outstanding
                      
                      
                      29,847
                      
                      
                      
                      27,717Additional
      paid-in capital
                      
                      
                      178,936
                      
                      
                      
                      73,183Deficits
      accumulated during the development stage
                      
                      
                      (493,696
                      )
                      
                      
                      (376,062
                      )Total
      Stockholders' (Deficit)
                      
                      
                      (284,913
                      )
                      
                      
                      (275,162
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                      
                      $
                      5,481
                      
                      
                      $
                      12,259
   The
accompanying notes are an integral part of the financial
statements.
  F-3
 DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY) STATEMENTS
OF OPERATIONS FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006 WITH
CUMULATIVE TOTALS SINCE OCTOBER 12, 2004 (INCEPTION)
 CUMULATIVETOTALS
      SINCEINCEPTION2007
                      
                      
                      2006
                      
                      
                      OCTOBER
      12, 2004OPERATING
      REVENUESRevenues
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -OPERATING
      EXPENSESGeneral
      and administrative expenses
                      
                      
                      86,294
                      
                      
                      
                      310,092
                      
                      
                      
                      552,992Depreciation,
      amortization and impairment
                      
                      
                      12,985
                      
                      
                      
                      3,065
                      
                      
                      
                      16,800Total
      Operating Expenses
                      
                      
                      99,279
                      
                      
                      
                      313,157
                      
                      
                      
                      569,792LOSS
      BEFORE OTHER INCOME (EXPENSE)
                      
                      
                      (99,279
                      )
                      
                      
                      (313,157
                      )
                      
                      
                      (569,792
                      )OTHER
      INCOME (EXPENSE)Interest
      expense, net
                      
                      
                      (18,355
                      )
                      
                      
                      (7,652
                      )
                      
                      
                      (28,585
                      )Total
      Other Income (Expense)
                      
                      
                      (18,355
                      )
                      
                      
                      (7,652
                      )
                      
                      
                      (28,585
                      )NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                      
                      
                      (117,634
                      )
                      
                      
                      (320,809
                      )
                      
                      
                      (598,377
                      )Provision
      for Income Taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS APPLICABLE TO COMMON SHARES
                      
                      $
                      (117,634
                      )
                      
                      $
                      (320,809
                      )
                      
                      $
                      (598,377
                      )NET
      LOSS PER BASIC AND DILUTED SHARES
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
                      
                      
                      29,584,397
                      
                      
                      
                      27,125,070
   The accompanying notes are
an integral part of the financial statements.
  F-4
 DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
 FOR
THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006
 DeficitsAccumulatedAdditional
                      
                      
                      During
      thePreferred
      Stock
                      
                      
                      Common
      Stock
                      
                      
                      Paid-in
                      
                      
                      DevelopmentShares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Stage
                      
                      
                      TotalBalance
      January 1, 2006
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      (55,253
                      )
                      
                      $
                      (55,253
                      )Shares
      issued for acquisition
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,500,000
                      
                      
                      
                      25,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,500Shares
      issued for cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,197,000
                      
                      
                      
                      1,197
                      
                      
                      
                      38,703
                      
                      
                      
                      -
                      
                      
                      
                      39,900Shares
      issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,020,000
                      
                      
                      
                      1,020
                      
                      
                      
                      32,980
                      
                      
                      
                      -
                      
                      
                      
                      34,000Contributed
      capital
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,500
                      
                      
                      
                      -
                      
                      
                      
                      1,500Net
      loss for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (320,809
                      )
                      
                      
                      (320,809
                      )Balance
      December 31, 2006
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      27,717,000
                      
                      
                      
                      27,717
                      
                      
                      
                      73,183
                      
                      
                      
                      (376,062
                      )
                      
                      
                      (275,162
                      )Contributed
      capital
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,383
                      
                      
                      
                      -
                      
                      
                      
                      1,383Shares
      issued for liability (servicesrecorded
      in 2006)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,130,000
                      
                      
                      
                      2,130
                      
                      
                      
                      104,370
                      
                      
                      
                      -
                      
                      
                      
                      106,500Net
      loss for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (117,634
                      )
                      
                      
                      (117,634
                      )Balance
      December 31, 2007
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      29,847,000
                      
                      
                      $
                      29,847
                      
                      
                      $
                      178,936
                      
                      
                      $
                      (493,696
                      )
                      
                      $
                      (284,913
                      )
   The accompanying notes are
an integral part of the financial statements.
  F-5
 DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006 WITH
CUMULATIVE TOTALS SINCE OCTOBER 12, 2004 (INCEPTION)
 CUMULATIVETOTALS
      SINCEINCEPTIONOCTOBER
      12,2007
                      
                      
                      2006
                      
                      
                      2004CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                      
                      $
                      (117,634
                      )
                      
                      $
                      (320,809
                      )
                      
                      $
                      (598,377
                      )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation,
      amortization and impairment
                      
                      
                      12,986
                      
                      
                      
                      3,065
                      
                      
                      
                      16,801Common
      stock issued or accrued for consulting services
                      
                      
                      4,000
                      
                      
                      
                      140,500
                      
                      
                      
                      144,500Changes
      in assets and liabilities(Increase)
      in prepaid expenses and other current assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Increase
      (decrease) in accounts payable andand
      accrued expenses
                      
                      
                      5,000
                      
                      
                      
                      (36,500
                      )
                      
                      
                      12,500Total
      adjustments
                      
                      
                      21,986
                      
                      
                      
                      107,065
                      
                      
                      
                      173,801Net
      cash (used in) operating activities
                      
                      
                      (95,648
                      )
                      
                      
                      (213,744
                      )
                      
                      
                      (424,576
                      )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisitions
      of fixed assets
                      
                      
                      (6,208
                      )
                      
                      
                      (1,074
                      )
                      
                      
                      (7,282
                      )Software
      development costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (15,000
                      )Net
      cash (used in) investing activities
                      
                      
                      (6,208
                      )
                      
                      
                      (1,074
                      )
                      
                      
                      (22,282
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      proceeds (payments) of notes payable
                      
                      
                      100,473
                      
                      
                      
                      173,421
                      
                      
                      
                      273,894Shares
      issued for cash
                      
                      
                      -
                      
                      
                      
                      39,900
                      
                      
                      
                      39,900Contributed
      capital
                      
                      
                      1,383
                      
                      
                      
                      1,500
                      
                      
                      
                      2,883Increase
      (decrease) in bank overdraft
                      
                      
                      -
                      
                      
                      
                      (3
                      )
                      
                      
                      -Member
      equity contributions
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      130,181Net
      cash provided by financing activities
                      
                      
                      101,856
                      
                      
                      
                      214,818
                      
                      
                      
                      446,858NET
      INCREASE (DECREASE) INCASH
      AND CASH EQUIVALENTS
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -CASH
      PAID DURING THE YEAR FOR:Interest
      expense
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
   The accompanying notes are
an integral part of the financial statements.
  F-6
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 
 NOTE
      1 -
                    ORGANIZATION AND BASIS
      OF PRESENTATION
 
 Driver
Passport, Inc. (the “Company”), was incorporated on December 7, 2005 to be
effective, January 1, 2006 as a North Dakota corporation.
  On
January 1, 2006, the Company issued 25,500,000 shares of its common stock in
exchange for 100% of the membership interest of Driver Passport, LLC, a North
Dakota limited liability company formed on October 12, 2004.
  On
January 2, 2006, Driver Passport, LLC was dissolved.
  The
Company is considered a development stage company and has presented numbers
since the inception of Driver Passport, LLC which was October 12, 2004. The
business combination that took place was essentially a reverse merger whereby
the operating company, Driver Passport, LLC was acquired by a shell company, the
Company. The Company has treated this as a purchase for accounting
purposes.
  The
Company is a real-time, internet, driver security program allowing shippers to
verify and validate the driver prior to loading cargo. The Company provides an
online system with photo, driver license and transport equipment verification
that provides one more check for shippers prior to loading their
cargo.  The Company has recognized no revenue since
inception.  In July of 2007, the Company has ceased marketing
operations under its current business plan and is considering other business
ventures. The Company impaired the remaining $9,975 of software development
costs that remained at June 30, 2007 in the quarter ended September 30,
2007.
  Commencing
in the fourth quarter of 2007, the Company established a relationship with a
consultant that will attempt to attract new business for the Company. The
Company has agreed on December 18, 2007 to pay this consultant 50,000 shares of
stock for his efforts. (See Note 9)
  NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
  Development Stage
Company
 
 The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to business planning and development. Additionally, the Company
has allocated a substantial portion of their time and investment in bringing
their services to the market and the raising of capital.
  F-7
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Use of
Estimates
  The
preparation of the 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 disclosures 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.
  Start-up
Costs
 In
accordance with the American Institute of Certified Public Accountants Statement
of Position 98-5, “Reporting
on the Costs of Start-up Activities”, the Company expenses all costs
incurred in connection with the start-up and organization of the
Company.
  Revenue
Recognition
  Although,
the Company has not recognized revenue to date, the Company will account for the
licensing of its software in accordance with the American Institute of Certified
Public Accountants Statement of Position (SOP) 97-2, “Software Revenue
Recognition.”  The Company will recognize revenue when (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) the ability to collect is reasonably assured.  For software
arrangements with multiple elements, revenue will be recognized dependent upon
whether vendor-specific objective evidence (VSOE) of fair value exists for each
of the elements.  When VSOE does not exist for all the elements of a
software arrangement and the only undelivered element is post-contract customer
support (PCS), the entire licensing fee is recognized ratably over the contract
period.
  Revenue
attributable to undelivered elements, including technical support, will be based
on the sales price of those elements, and will be recognized ratably on a
straight-line basis over the term of the license. Post-contract customer support
revenue will be recognized ratably over the contract period.
  If there
are licensing fees collected in advance, revenues from these license fees will
be recognized on a prorated-basis over the life of the license.
  F-8
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 
  NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Revenue Recognition
(Continued)
  The
Company will assess probability of collection based on a number of factors,
including the creditworthiness of the customer.  New customers will be
subject to a credit review process that evaluates the customers’ financial
position and ultimately its ability to pay according to the original terms of
the arrangement.  Based on this review process, if it is determined
from the outset of an arrangement that collection of the resulting receivable is
not probable, the Company will establish an allowance for
uncollectibility.
 
 Income
Taxes
 
 The
Company accounts for income taxes utilizing the liability method of
accounting.  Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
 
 Fixed
Assets
 
 Fixed
assets are stated at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; computer
equipment – 5 years.
 
 When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period.  The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized.  Deduction is made for retirements resulting from
renewals or betterments.
  Impairment of Long-Lived
Assets
  Long-lived
assets, primarily fixed assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets might
not be recoverable. The Company does not perform a periodic assessment of assets
for impairment in the absence of such information or indicators. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable.
  F-9
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
   NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Impairment of Long-Lived
Assets
  For
long-lived assets to be held and used, the Company recognizes an impairment loss
only if its carrying amount is not recoverable through its undiscounted cash
flows and measures the impairment loss based on the difference between the
carrying amount and estimated fair value.
 
 (Loss) Per Share of Common
Stock
 
 Basic net
(loss) per common share is computed using the weighted average number of common
shares outstanding.  Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants.
 
 Common
stock equivalents were not included in the computation of diluted earnings per
share when the Company reported a loss because to do so would be antidilutive
for periods presented.
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
  December
      31,
                      
                      
                      December
      31,2007
                      
                      
                      2006Net
      loss
                      
                      $
                      (117,634
                      )
                      
                      $
                      (320,809
                      )Weighted-average
      common sharesOutstanding
      (Basic)
                      
                      
                      29,584,397
                      
                      
                      
                      27,125,070Weighted-average
      common stockEquivalentsStock
      options
                      
                      
                      -
                      
                      
                      
                      -Warrants
                      
                      
                      -
                      
                      
                      
                      -Weighted-average
      common sharesOutstanding
      (Diluted)
                      
                      
                      29,584,397
                      
                      
                      
                      27,125,070
  Advertising
  The
Company’s policy is to expense the costs of advertising and marketing as
incurred.  All advertising and marketing costs are included in the
statements of operations for the years ended December 31, 2007 and
2006.
  F-10
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
   NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Software Development
Costs
  Internal
use software costs are recorded in accordance with Statement of Position (SOP)
No. 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal
Use".  Qualifying costs incurred during the application
development stage, which consist primarily of outside services, are capitalized
and amortized over the estimated useful life of the asset. All other costs, such
as the cost of routine maintenance and minor modifications to the software, are
expensed as incurred.  The Company, upon the acquisition of Driver
Passport LLC, acquired $14,250 of software development costs that related to the
application development stage and therefore have capitalized these costs. These
costs were to be depreciated over a five-year period. The Company determined in
July 2007, that they will cease the marketing of their software, and as a
result, the Company impaired the remaining $9,975 in July 2007. No balance
remains at December 31, 2007. Total amortization for the years ended December
31, 2007 and 2006 was $1,425 and $2,850, respectively.
  Uncertainty
in Income Taxes
  In July
2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
Uncertainty in Income Taxes.” This interpretation requires recognition and
measurement of uncertain income tax positions using a “more-likely-than-not”
approach. FIN No. 48 is effective for fiscal years beginning after December 15,
2006. Management has adopted FIN 48 for 2007, and they evaluate their tax
positions on an annual basis, and has determined that as of December 31, 2007,
no additional accrual for income taxes is necessary.
  Recent Accounting
Pronouncements
  In
September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of SFAS 157 is not expected to have a material impact
on the financial statements.
  In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.
  F-11
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (CONTINUED)
 DECEMBER
31, 2007 AND 2006
 NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Recent Accounting
Pronouncements (Continued)
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment.
 
 SFAS 160
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. Management is determining the impact that the adoption of SFAS
No. 160 will have on the Company’s consolidated financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS 141R,Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141,Business
Combinations.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.  Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date.  This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption of this standard is not permitted
and the standards are to be applied prospectively only.  Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed.  The adoption of SFAS No. 141R is not expected to have a
material effect on the Company’s consolidated financial position, results of
operations or cash flows.
  F-12
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 
  NOTE
      2 -
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Recent Accounting
Pronouncements (Continued)
  Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the consolidated financial
statements upon adoption.
 NOTE 3
      -
                      FIXED
      ASSETS
 Fixed
assets as of December 31, 2007 were as follows:
 
 Estimated
      UsefulLives
      (Years)Computer
      equipment
                    
                    
                    5
                    
                    
                    $
                    7,281Less:
      accumulated depreciation
                    
                    
                    
                    
                    
                    
                    (1,800
                    )Fixed
      assets, net
                    
                    
                    
                    
                    
                    $
                    5,481
 
 There was
$1,585 and $215 charged to operations for depreciation expense for the years
ended December 31, 2007 and 2006, respectively.
  NOTE
4-                   SHARING
ARRANGEMENT
  The
Company has a bank account, however, runs most of its operations and banking
activity through a related party, its majority shareholder and the majority
shareholders related entities. Since Driver Passport, LLC’s inception, October
12, 2004, most of the Company’s transactions involving its cash disbursements
had been provided by a related company who was funded by the Company’s former
sole member. At December 31, 2005 and December 31, 2004, the Company had a note
payable with this member in the amount of $130,081 and $537, respectively.
However, on December 31, 2005, the former sole member converted these amounts to
contributed capital. Therefore, Driver Passport LLC had no amounts outstanding
on December 31, 2005 to the sole member. Upon acquisition of Driver Passport LLC
by the Company, the majority shareholder and former sole member of the Company
funded all activity either personally or through an entity controlled by him,
and the Company entered into a note payable with this majority shareholder for
repayment of these amounts funded. (See Note 5). As of December 31, 2007, the
Company has $247,888 outstanding to this majority shareholder, as well as
$26,006 in accrued interest.
  F-13
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
   NOTE
5-                   NOTE
PAYABLE
  The
Company entered into an unsecured promissory note with a shareholder in a
maximum amount of $500,000, due on demand. The shareholder has charged the
Company interest at the prime rate (7.50% as of December 31, 2007). Interest is
calculated on a monthly basis on the principal balance owing on the last day of
the month. The balance as of December 31, 2007 is $273,894 which includes
accrued interest of $26,006. Interest expense for the years ended December 31,
2007 and 2006 included in the statement of operations is $18,355 and $7,652,
respectively.
  Driver
Passport LLC entered into a note payable with its member for the payment of all
the costs that Driver Passport LLC incurred. The member charged prime rate
(7.00% at December 31, 2005 and 5.25% at December 31, 2004) on all amounts owed
by Driver Passport LLC. The note was dated January 1, 2005, and interest was
assessed monthly based on the principal balance owing as of the last day of the
month. On December 31, 2005, the sole member converted these amounts to
contributed capital. Driver Passport LLC had no amounts outstanding on December
31, 2005 to the sole member.
  NOTE
6- PROVISION FOR INCOME
TAXES
 
 Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
 
 At
December 31, 2007, deferred tax assets consist of the following:
  Net
      operating losses
                      
                      $
                      167,857Valuation
      allowance
                      
                      
                      (167,857
                      )$
                      -
  F-14
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
   NOTE
6- PROVISION FOR INCOME
TAXES (CONTINUED)
 
 At
December 31, 2007, the Company had a net operating loss carryforward in the
approximate amount of $493,696, available to offset future taxable income
through 2027.  The Company established valuation allowances equal to
the full amount of the deferred tax assets due to the uncertainty of the
utilization of the operating losses in future periods.
 
 A
reconciliation of the Company’s effective tax rate as a percentage of income
before taxes and federal statutory rate for the years ended December 31, 2007
and 2006 is summarized as follows:
 2007
                    
                    
                    2006Federal
      statutory rate
                    
                    
                    (34.0
                    )%
                    
                    
                    (34.0
                    )%State
      income taxes, net of federal benefits
                    
                    
                    4.5
                    
                    
                    
                    4.5Valuation
      allowance
                    
                    
                    29.5
                    
                    
                    
                    29.50
                    %
                    
                    
                    0
                    %
  NOTE
      7-
                    GOING
      CONCERN
 
 As shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company incurred a net loss for the years
ended December 31, 2007 and 2006 of $117,634 and $320,809, respectively. The
Company had a working capital deficit of $290,394 at December 31,
2007.
 
 The
Company acquired a development stage company on January 1, 2006, and there is no
guarantee that the Company will be able to generate enough revenue and/or raise
capital to support current operations and generate anticipated
sales.  This raises substantial doubt about the Company’s ability to
continue as a going concern.  The Company did sell 1,197,000 shares
for $39,900 in cash in June of 2006. Management believes that the Company’s
future capital requirements will depend on many factors including the success of
the Company’s product development efforts.
 
 In July
of 2007, the Company has ceased marketing operations under its current business
plan and is considering other business ventures.  Commencing in the
fourth quarter of 2007, the Company established a relationship with a consultant
that will attempt to attract new business for the Company. The Company has
agreed on December 18, 2007 to pay this consultant 50,000 shares of stock for
his efforts.
 
 The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.]
  F-15
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 NOTE
8-                   STOCKHOLDERS’ EQUITY
(DEFICIT)
 
 The
Company was established with 50,000,000 shares of authorized stock; 40,000,000
of common stock and 10,000,000 of preferred stock. Each class of stock has a par
value of $.001.
 
 On
January 1, 2006, the Company acquired Driver Passport LLC for 25,500,000 shares
of common stock. The value of the stock was par or $25,500.
 
 In June
2006, the Company issued 2,217,000 shares of common stock. Of these shares,
1,197,000 shares were issued for $39,900 in cash, and 1,020,000 shares were
issued for consulting services valued at $34,000. The Company also received
$1,500 of contributed capital in the year ended December 31, 2006 and $1,383 of
contributed capital for the year ended December 31, 2007.
 
 In July
2006, the Company received acknowledgement from the Securities and Exchange
Commission of an effective registration.  No additional shares have
been traded or issued under this registration.
 
 The
Company accrued at December 31, 2006 the issuance of 2,130,000 shares of common
stock valued at $.05 per share (the opening bid price of the common stock) or
$106,500. These shares were earned under agreements due when the Company was
deemed effective by the SEC and commenced trading. The shares were issued on
February 15, 2007. )
 
 The
Company accrued at December 18, 2007 the issuance of 50,000 shares of common
stock valued at $0.08 per share or $4,000.  These shares were earned
by Jay Mitchell, independent contractor, as part of an agreement to promote the
Company.
 
 As of
December 31, 2007, the Company had 29,847,000 shares issued and
outstanding.
  F-16
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
   NOTE
9-                   COMMITMENTS
  The
Company has entered into several contracts for services as follows:
  a)
                    Product
      development and marketing – fees range from $0 per month to $6,650 per
      month through December 31, 2007. The Company expensed $23,900 and $61,600
      for the years ended December 31, 2007 and 2006, respectively for these
      fees.
  b)
                    Accounting
      and administrative services, including website development – fees were
      $13,744 and $20,474 for the years ended December 31, 2007 and 2006,
      respectively and is based on time at standard billing rates
      thereafter.
  The
Company has recognized expenses as incurred under the accrual method of
accounting. As of December 31, 2007 there are no amounts accrued for these
services. These fees were paid through the note payable with the majority
shareholder.
  The
Company in February 2007, formed a strategic partnership with Corporate Security
Services Group in order to enhance existing security services. These services
will focus on providing a variety of services including comprehensive employment
screening services both domestically and internationally to site specific
security plans.
 
 The
Company in December 2007 entered into an agreement with Jay Mitchell. 
 Jay Mitchell is an independent contractor that will utilize the Company’s
name, website and marketing materials to promote the Company’s services. 
Jay Mitchell in return will receive 50,000 shares of common stock.  In
addition, he has the potential to receive additional shares based on various
levels of drivers he is able to sign up under the program established.  As
of December 31, 2007, there were no drivers signed up under this
agreement.  The Company will reimburse Jay Mitchell for expenses related to
his work on promoting the Company’s services.  As of December 31, 2007, no
expenses had been incurred that would qualify for reimbursement.
 F-17
  B.
                      Financial
      Statement Schedules:
  None.
  C.
                      The
      following Exhibits are filed as part of this
  Report:
  Exhibit
                      Description31.1
                      Certification
      pursuant to Section 302 of Sarbanes-Oxley Act of 2002.32.1
                      Certification
      pursuant to Section 906 of Sarbanes-Oxley Act of
  2002.
  
           16
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements of filing on Form 10-KSB, and has duly caused this
Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized on the 19th day of March, 2008.
  Driver
      Passport, Inc.Date:
      March 19, 2008
                      By:
                      /s/ Randy
      BrownRandy
      Brown
                        Principal Executive Officer
                        Principal
      Financial Officer
                          Principal Accounting Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-KSB has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
  Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
  Driver
      Passport, Inc.Date:
      March 19, 2008
                        By:
                        /s/ Randy
      BrownRandy
      Brown
                          Director








17