UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 [X]
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934For
                  the fiscal year endedJune
                  30, 2006[
                  ]
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACTFor
                  the transition period from _________ to ________Commission
                  file number333-115444
 
 **Technology
                  Holdings, Inc.**(Name
                  of small business issuer in its charter)**Nevada**
              **20-0987069**(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)
  **7311
                  W. Charleston Blvd., Suite 110**
                **Las
                  Vegas, Nevada**
              **89117**(Address
                  of principal executive offices)
              (Zip
                  Code)Issuer’s
                  telephone number:**702-228-7105**
  Securities
                  registered under Section 12(b) of the Exchange
                  Act:
  Title
                  of each class
              Name
                  of each exchange on which registered**None**
              **Not
                  Applicable**Securities
                  registered under Section 12(g) of the Exchange Act:**None**(Title
                  of class)
 
 Check
        whether the Issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities 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 [
        ]
 
 Check
        if
        disclosure of delinquent filers in response to Item 405 of Regulation S-B
        is not
        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 [ ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [ X ] No [ ]
 
 State
        issuer’s revenue for its most recent fiscal year.
**$0**
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the average bid and asked price of
        such
        common equity, as of a specified date within the past 60 days.
 **$0
        as of June 30, 2006**
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date. **7,500,000
        Common Shares as of June 30, 2006.**
 
 Transitional
        Small Business Disclosure Format (Check One): Yes: __; No X
  1
 Table
            of Contents
  
 **TABLE
        OF CONTENTS**
 
 
 PagePART
                  IItem
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              5Item
                  3.
              Legal
                  Proceedings
              5Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              5PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              6Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of
                  Operation
              7Item
                  7.
              Financial
                  Statements
              9Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and
                  Financial Disclosure
              10Item
                  8A.
              Controls
                  and Procedures
              10Item
                  8B.
              Other
                  Information
              11PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act
              11Item
                  10.
              Executive
                  Compensation
              13Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              14Item
                  12.
              Certain
                  Relationships and Related
                  Transactions
              14Item
                  13.
              Exhibits
              15Item
                  14.
              Principal
                  Accountant Fees and Services
              15
  2
 Table
            of Contents
  ******PART
        I**
  **Item
        1. Description of Business**
  ***Business
        Status***
 
 We
        were
        organized on September 2, 2003 and currently have no operational activities.
        During the calendar year 2005, we had intended the Fund to begin operations
        and
        be capitalized concurrent with the receipt of a minimum investment of $500,000
        (200 units) under our Registration Statement which was declared effective
        by the
        Securities Exchange Commission on January 25, 2005. The plan through the
        end of
        this period was to sell a minimum of 200 units or $500,000 in order to begin
        the
        operations of the Fund. We failed to meet this minimum sale of these units
        by
        the end of the last reporting period and through the end of the first fiscal
        quarter and so we extended the selling period until March of 2006 and filed
        a
        post effective amendment to our original registration statement on form S-1
        by
        using a form S-11 in January 2006. The form change was requested by the
        Securities and Exchange Commission.
  By
        the
        end of January 2006, we reached the minimum sale of units, raising the required
        $500,000 through the receipt of cash proceeds of $350,000 on the sale of
        140
        units and the reduction of $150,000 in debt from the sale of 60 units to
        our
        attorneys in partial exchange for their past legal services. The board of
        directors of our managing member decided at that point to close the offering
        and
        hold a meeting of the members regarding the future operations of the
        business.
 
 On
        January 30, 2006, the membership unanimously approved a Plan of Conversion
        that
        restructured our Company from a Limited Liability Company to a C-Corporation
        as
        permitted under Chapter 92A of the Nevada Revised Statutes (the “Conversion”).
        In the Conversion process, which was effective on January 31, 2006, we adopted
        a
        new set of Articles and Bylaws and the members were issued pro-rata shares
        of
        common stock in exchange for their membership interests as agreed under a
        Plan
        of Conversion. In this conversion process, the following events, among others,
        occurred:
 
 1.
            We
                became a C-Corporation under Nevada law. 
 2.
            We
                changed our name to MedaSorb Technologies, Inc. 
 3.
            We
                converted each Interest held by the members into 17,500 shares of
                common
                stock and issued the managing member 4,000,000 shares of common stock
                for
                its separate interest. 
 4.
            We
                adopted an incentive stock option plan for our future employees and
                consultants. 
 As
        a
        result of this process, the resulting entity was considered by Nevada law
        to be
        a continuation of the Limited Liability Company and therefore all right,
        title
        and interest to the assets and all debts and liabilities remained unchanged.
        The
        members’ interests were thereafter governed by the unanimously approved Articles
        of Incorporation, and these interest became shares of the corporation in
        the
        same proportion as previously held. Additionally, we were thereafter governed
        by
        a board of directors and bylaws, rather than a managing
  3
 Table
            of Contents
  member.
        The Board was initially configured with the same persons who acted as the
        board
        of directors of our former managing member. This information and a copy of
        the
        new articles and bylaws were first reported by the Company on a form 8K filed
        on
        February 7, 2006. Since that time, the majority of our board resigned, and
        our
        board currently consists of Sam Medley as our sole director.
 
 Also
        on
        January 30, 2006, the members approved a change in our business direction
        and
        entered into negotiations to acquire the business operations of MedaSorb
        Corporation, a Delaware Corporation (“MSC”). Notwithstanding, the name change
        and extensive negotiations with MSC, we were unable to finalize an acquisition
        transaction with that company. The process was thus abandoned and management
        has
        taken steps to identify and evaluate other business opportunities. We anticipate
        that should such an opportunity arise, our business direction will
        change.
 
 On
        July
        20, 2006, in connection with the abandonment of negotiations with MSC, we
        changed our name from Medasorb Technologies, Inc. to Technology Holdings,
        Inc.
        We accomplished this name change through a merger with a wholly-owned
        subsidiary, Technology Holdings, Inc., a Nevada corporation, set up solely
        for
        this purpose of changing our name.
 
 To
        date,
        we have not earned any revenue as we have no operations. We have incurred
        expenses in the amount of $280,266 since inception to the end of the reported
        period, primarily in connection with the expenses of our ongoing
        offering.
 
 ***Patents,
        Licenses, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor
        Contracts***
 
 We
        do not
        own, either legally or beneficially, any patent or trademark.
 
 ***Research
        and Development***
 
 We
        did
        not incur any research and development expenditures in the fiscal years June
        30,
        2006 or 2005.
 ***Existing
        and Probable Governmental Regulation***
  We
        are
        not aware of any existing or pending governmental regulation that will have
        a
        material impact on the operation of our business.
 
 ***Compliance
        with Environmental Laws***
 
 We
        did
        not incur any costs in connection with the compliance with any federal, state,
        or local environmental laws.
 
 ***Employees***
 
 We
        have
        no significant employees other than our sole officer and director, Mr. Sam
        Medley.
  4
 Table
            of Contents
  **Item
        2. Description of Property**
 
 We
        do not
        lease or own any real estate property.
 
 **Item
        3. Legal Proceedings**
 
 We
        are
        not a party to any pending legal proceeding. We are not aware of any pending
        legal proceeding to which any of our officers, directors, or any beneficial
        holders of 5% or more of our voting securities are adverse to us or have
        a
        material interest adverse to us.
 
 **Item
        4. Submission of Matters to a Vote of Security
        Holders**
 
 We
        held a
        membership meeting on January 30, 2006. At that meeting our membership
        unanimously approved a Plan of Conversion that converted from a Limited
        Liability Company to a C-Corporation as permitted under Chapter 92A of the
        Nevada Revised Statutes. In the Conversion process, which was effective on
        January 31, 2006, the Company adopted a new set of Articles and Bylaws and
        the
        members were issued pro-rata shares of common stock in exchange for their
        membership interests. In this conversion process, the following events, among
        others, occurred:
 
 1.
              The
                  Company became a C-Corporation under Nevada law.2.
              The
                  Company changed its name to MedaSorb Technologies,
                  Inc.
 3.
              The
                  Company converted each Interest held by the members into 17,500
                  shares of
                  common stock and issued the managing member 4,000,000 shares of
                  common
                  stock for its separate interest.
  5
 Table
            of Contents
  **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters**
 
 **Market
        Information**
 
 Currently,
        there is no public market for our common stock, and there can be no assurance
        that an active public market for this stock will develop or will be
        sustained.
 
 **Holders
        of Our Common Stock**
 
 As
        of
        June 30, 2006, we had  approximately 27 holders of record of our common
        stock for a total of 7,500,000 shares of common stock issued and
        outstanding.
 
 **Dividends**
 
 There
        are
        no restrictions in our articles of incorporation or bylaws that
        restrict us from
        declaring dividends. The Nevada Revised Statutes, however, do prohibit us
        from
        declaring dividends where, after giving effect to the distribution of the
        dividend:
 
 1.
              We
                  would not be able to pay our debts as they become due in the usual
                  course
                  of business; or
 
 2.
              Our
                  total assets would be less than the sum of our total liabilities,
                  plus the
                  amount that would be needed to satisfy the rights of shareholders
                  who have
                  preferential rights superior to those receiving the
                  distribution.
 
 We
        have
        not declared any dividends or made any distributions, and we do not plan
        to
        declare any dividends or make any distributions in the foreseeable
        future.
 
 **Recent
        Sales of Unregistered Securities**
 
 We
        have
        not issued securities without registration under the Securities Act of 1933
        during the reporting period which were not previously included in a Quarterly
        Report on Form 10-QSB or Current Report on Form 8-K.
  6
 Table
            of Contents
  **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 **Forward-Looking
        Statements**
  Historical
        results and trends should not be taken as indicative of future operations.
        Management’s statements contained in this report that are not historical facts
        are forward-looking statements within the meaning of Section 27A of the
        Securities Act of 1933, as amended, and Section 21E of the Securities and
        Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
        materially from those included in the forward-looking statements. The Company
        intends such forward-looking statements to be covered by the safe-harbor
        provisions for forward-looking statements contained in the Private Securities
        Litigation Reform Act of 1995, and is including this statement for purposes
        of
        complying with those safe-harbor provisions. Forward-looking statements,
        which
        are based on certain assumptions and describe future plans, strategies and
        expectations of the Company, are generally identifiable by use of the
        words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
        the actual effect of future plans or strategies is inherently uncertain.
        Factors
        which could have a material adverse affect on the operations and future
        prospects of the Company on a consolidated basis include, but are not limited
        to: changes in economic conditions, legislative/regulatory changes, availability
        of capital, interest rates, competition, significant restructuring activities
        in
        calendar 2004 and thereafter, and generally accepted accounting principles.
        These risks and uncertainties should be considered in evaluating forward-looking
        statements and undue reliance should not be placed on such statements. Further
        information concerning the Company and its business, including additional
        factors that could materially affect the Company’s financial results, is
        included herein and in the Company’s other filings with the SEC.
 
 **Plan
        of Operation**
 
 We
        currently have no business activities. Our plan of operations is to continue
        our
        attempts to identify and evaluate other businesses and make arrangements
        to
        acquire one that is consistent with our expertise and income needs. At the
        present time, we have not identified any other businesses that management
        believes in consistent with our expertise and income needs.
  We
        can
        provide no assurance that we will be successful in acquiring another business
        due to our limited working capital. We anticipate that if we are successfully
        able to identify businesses for acquisition, we may require additional financing
        in order to enable us to complete any acquisition. However, we can provide
        no
        assurance that if we pursue additional financing we will receive any financing.
 
 We
        currently have forecasted the expenditure of approximately $20,000 during
        the
        next six to twelve months in order to remain in compliance with the reporting
        requirements of the Securities Exchange Act of 1934 and to identify additional
        businesses for acquisition. Although our present cash reserves allow us to
        meet
        this expectation, the completion of a business acquisition in the next 12
        months
        may depend on our ability to obtain additional financing. If we are unable
        to
        obtain additional financing, our business plan will be significantly impaired.
        We do not have any formal commitments or arrangements for the sales of stock
        or
        the advancement or loan of funds.
  7
 Table
            of Contents
 
 We
        do not
        anticipate purchasing any real property or significant equipment during the
        next
        12 months.
 
 At
        the
        present time we have no employees other than our sole officer and director,
        Mr.
        Sam Medley. We do not anticipate hiring any employees until such time as
        we are
        able acquire any additional businesses.
  **Results
        of Operations**
  We
        did
        not earn any revenues during the year ended June 30, 2006, and have not earned
        any since our inception in September 2, 2003.
  We
        incurred expenses in the amount of $154,660 for the year ended June 30, 2006,
        compared with $91,924 for the year ended June 30, 2005. Our expenses for
        the
        year ended June 30, 2006 and 2005 were entirely attributable to paying
        professional fees. We anticipate our operating expenses will increase as
        we
        undertake a business acquisition in the future.
  We
        incurred a loss of $154,660 for the year ended June 30, 2006, compared with
        $91,924 for the year ended June 30, 2005. Our losses for both periods have
        been
        attributable entirely to operating expenses.
  **Liquidity
        and Capital Resources**
  As
        of
        June 30, 2006, our sole asset was cash in the amount of $250,050. As of June
        30,
        2006, we had total current liabilities in the amount of $7,023. As a result,
        we
        had a working capital of $243,027 as of June 30, 2006. Accordingly, we currently
        have sufficient working capital to fund our reporting obligations, but may
        require additional capital to finance a business acquisition.
  **Off
        Balance Sheet Arrangements**
 
 As
        of
        June 30, 2006, there were no off balance sheet arrangements.
 
 **Going
        Concern**
  We
        have
        not attained profitable operations and are dependent upon obtaining financing
        to
        pursue our plan of operations. For these reasons our auditors stated in their
        report that they have substantial doubt we will be able to continue as a
        going
        concern.
  8
 Table
            of Contents
  **Item
        7. Financial Statements**
 
 Index
        to
        Financial Statements:
  **Audited
                  Financial Statements:**F-1
              Report
                  of Independent Registered Public Accounting
                  Firm;F-2
              Balance
                  Sheet as of June 30, 2006;F-3
              Statements
                  of Operations - for the year ended June 30, 2006
                  and 2005 and for the period from September 2, 2003 (inception)
                  to June 30,
                  2006;F-4
              Statements
                  of Cash Flows for the year ended June 30, 2006 and
                  2005 and for the period from September 2, 2003 (inception) to June
                  30,
                  2006;F-5
              Statement
                  of Stockholders’ Equity for period from September
                  2, 2003 (inception) to June 30, 2006;F-6
              Notes
                  to Financial Statements;
  9
 Table
            of Contents
 **RONALD
          N. SILBERSTEIN, C.P.A., P.L.L.C.**
 30201
          O RCHARD  L AKE  R OAD , S UITE 150
 F ARMINGTON  H ILLS , M ICHIGAN  48334
 T EL: (248)
          330-6226 ● F AX: (248)
          479-0578
 www.ronscpa.com
 ____________________________________________
 
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 Board
          of
          Directors
 Technology
          Holdings, Inc.
 Las
          Vegas, Nevada
 
 We
          have
          audited the accompanying balance sheet of Technology Holdings, Inc., a
          development stage company (the “Company”) (formerly known as MV Fund II, LLC) as
          of June 30, 2006 and the related statements of operations, changes in
          stockholders’ equity and cash flows for the year then ended. 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. The financial statements of MV Fund II, LLC as of June 30, 2005
          were
          audited by other auditors whose report dated October 21, 2005 on those
          statements included an explanatory paragraph that described the substantial
          doubt about the Company’s ability to continue as a going concern due to the
          Company’s limited operations at that time, as discussed in Note 3 to the
          financial statements.
 
 We
          conducted our audit in accordance with the 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 *.* The
          Company has determined that it is not required to have, nor were we engaged
          to
          perform, an audit of its 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 provides 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 Technology Holdings, Inc.
          as of
          June 30, 2006, and the results of its operations, changes in stockholders’
equity and cash flows for the year then ended, in conformity with U.S.
          generally
          accepted accounting principles.
 
 The
          accompanying consolidated financial statements have been prepared assuming
          that
          the Company will continue as a going concern. As discussed in Note 3 to
          the
          financial statements, the Company has had no revenue and has not yet commenced
          planned principal operations. These factors raise substantial doubt about
          the
          Company’s ability to continue as a going concern. Management’s plans with regard
          to these matters are described in Note 3. The accompanying financial statements
          do not include any adjustments that might result from the outcome of this
          uncertainty.
 
 
 Ronald
          N.
          Silberstein, CPA, PLLC
 Farmington
          Hills, Michigan
 September
          22, 2006
 F-1
 Table
            of Contents
  **Technology
          Holdings, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)**
 **Balance
          Sheet**
 June
                      30,2006**ASSETS**Current
                      assets:Cash
                  $
                  250,050**LIABILITIES
                      AND STOCKHOLDERS' EQUITY****LIABILITIES**Current
                      liabilities:Accrued
                      expenses
                  $
                  7,023**STOCKHOLDERS'
                      EQUITY****Common
                      Stock**Authorized:100,000,000
                      common shares, par value $0.001 per shareIssued
                      and outstanding:7,500,000
                      common shares
                  $
                  7,500Additional
                      paid-in capital
                  
                  515,793**Deficit
                      Accumulated During the Development Stage**
                  
                  (280,266)243,027$
                  250,050
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
 Table
            of Contents
  **Technology
            Holdings, Inc.**
 **Formerly
            known as MV Fund II, LLC**
 **(a
            Development Stage Company)**
 **Statements
            of Operations**
  September
                      2, 2003Year
                      Ended
                  
                  
                  Year
                      Ended
                  
                  
                  (Inception)
                      toJune
                      30,
                  
                  
                  June
                      30,
                  
                  
                  June
                      30, 20062006
                  
                  
                  2005
                  
                  
                  (Unaudited)Net
                      Revenue
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Expenses:General
                      and administrative expenses
                  
                  154,660
                  
                  
                  91,924
                  
                  
                  280,266Total
                      expenses
                  
                  154,660
                  
                  
                  91,924
                  
                  
                  280,266Net
                      Loss for the Period
                  $
                  (154,660)
                  
                  $
                  (91,924)
                  
                  $
                  (280,266)Basic
                      and Diluted Loss Per Share
                  $
                  (0.01)
                  
                  
                  
                  
                  $
                  (0.04)Weighted
                      Average Number of Shares Outstanding
                  
                  7,500,000
                  
                  
                  
                  
                  
                  7,500,000
  The
          accompanying notes are an integral part of these financial
          statements.
  F-3
 Table
            of Contents
  **Technology
            Holdings, Inc.**
 **Formerly
            known as MV Fund II, LLC**
 **(a
            Development Stage Company)**
 **Statements
            of Cash Flows**
 September
                      2, 2003Year
                        Ended
                  
                  
                  Year
                      Ended
                  
                  
                  (Inception)
                      toJune
                        30,
                  
                  
                  June
                      30,
                  
                  
                  June
                      30, 20062006
                  
                  
                  2005
                  
                  
                  (Unaudited)**Cash
                      flows from operating activities**Net
                      (loss)
                  $
                  (154,660)
                  
                  $
                  (91,924)
                  
                  $
                  (280,266)Changes
                      in operating assets and liabilities:Increase
                      (decrease) in accrued expenses
                  
                  (95,290)
                  
                  
                  87,424
                  
                  
                  7,023Net
                      cash (used) by operating activities
                  
                  (249,950)
                  
                  
                  (4,500)
                  
                  
                  (273,243)**Cash
                      flows from financing activities**Proceeds
                      from issuance of membership units
                  
                  350,000
                  
                  
                  -
                  
                  
                  350,000Services
                      performed for stock
                  
                  150,000
                  
                  
                  -
                  
                  
                  150,000Expenses
                      paid in capitalby
                      managing member
                  
                  -
                  
                  
                  4,500
                  
                  
                  23,293Net
                      cash provided by financing activities
                  
                  500,000
                  
                  
                  4,500
                  
                  
                  523,293Net
                      increase in cash
                  
                  250,050
                  
                  
                  -
                  
                  
                  250,050Cash
                      - beginning of year
                  
                  -
                  
                  
                  -
                  
                  
                  -Cash
                      - end of year
                  $
                  250,050
                  
                  $
                  -
                  
                  $
                  250,050Non-cash
                      transactions:Expenses
                      paid for by the managing member
                  $
                  -
                  
                  $
                  4,500
                  
                  $
                  23,293Shares
                      issued for expenses
                  $
                  150,000
                  
                  $
                  -
                  
                  $
                  150,000
   The
          accompanying notes are an integral part of these financial
          statements.
  F-4
 Table
            of Contents
  **Technology
          Holdings, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)**
 **Statement
          of Changes in Stockholders' Equity**
  Accumulated
                  
                  
                  TotalCommon
                      Stock
                  
                  
                  Additional
                  
                  
                  Deficit
                      During
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Paid-in
                      Capital
                  
                  
                  Development
                      Stage
                  
                  
                  EquitySeptember
                      2, 2003 (Inception)
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Managing
                      member donated capital
                  
                  
                  
                  
                  
                  
                  
                  
                  18,793
                  
                  
                  
                  
                  
                  18,793Net
                      loss for the period September 2, 2003thru
                      June 30, 2004 (Restated)
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  (33,682)
                  
                  
                  (33,682)Balance,
                      June 30, 2004 (Restated)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  18,793
                  
                  
                  (33,682)
                  
                  
                  (14,889)Managing
                      member donated capital
                  
                  
                  
                  
                  
                  
                  
                  
                  4,500
                  
                  
                  
                  
                  
                  4,500Net
                      loss for theyear
                      ended June 30, 2005
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  (91,924)
                  
                  
                  (91,924)Balance,
                      June 30, 2005
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  23,293
                  
                  $
                  (125,606)
                  
                  $
                  (102,313)Shares
                      issued to managing member
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  
                  
                  
                  
                  
                  
                  4,000Shares
                      issued for cash proceeds
                  
                  
                  2,450,000
                  
                  
                  2,450
                  
                  
                  343,550
                  
                  
                  
                  
                  
                  346,000Shares
                      issued for services
                  
                  
                  1,050,000
                  
                  
                  1,050
                  
                  
                  148,950
                  
                  
                  
                  
                  
                  150,000Net
                      loss for theyear
                      ended June 30, 2006
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  (154,660)
                  
                  
                  (154,660)Balance,
                      June 30, 2006
                  
                  
                  7,500,000
                  
                  $
                  7,500
                  
                  $
                  515,793
                  
                  $
                  (280,266)
                  
                  $
                  243,027
  The
          accompanying notes are an integral part of these financial
          statements.
  F-5
 Table
            of Contents
  **Technology
          Holdings, Inc.**
 **Formerly
          known as** **MV
          Fund II, LLC**
 **(a
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **NOTE
            1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Organization
 
 Technology
            Holdings, Inc. is a development stage company that prior to January 30,
            2006 was
            organized as a Nevada Limited Liability Company. On January 30, 2006,
            the
            membership unanimously approved a Plan of Conversion that restructured
            the
            Company from a Limited Liability Company to a C-Corporation as permitted
            under
            Chapter 92A of the Nevada Revised Statutes (the “Conversion”).
 
 For
            the
            period from September 2, 2003 (date of inception) through June 30, 2006,
            the
            Company has not commenced its planned operations and the only transactions
            were
            costs associated with the equity offering (i.e., legal and accounting
            fees).
 
 Development
            Stage Company
 
 The
            accompanying financial statements have been prepared in accordance with
            the
            Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
            Development-Stage Enterprises”. A development-stage enterprise is one in which
            planned principal operations have not commenced or if its operations
            have
            commenced, there has been no significant revenues there from.
 
 Fiscal
              Year End
 
 The
              Company’s fiscal year end for financial and income tax reporting is June
              30.
 
 Use
              of
              estimates
 
 The
              preparation of financial statements in conformity with accounting principles
              generally accepted in the United States requires management to make
              estimates
              and assumptions that affect the reported amounts of assets and liabilities
              and
              disclosure of contingent assets and liabilities at the date of the
              financial
              statements and the reported amounts of revenue and expenses during
              the reporting
              period. Actual results could differ from those estimates.
 Fair
            value of financial instruments
  Financial
            accounting standards Statement No. 107, “Disclosure About Fair Value of
            Financial Instruments”, requires the Company to disclose, when reasonably
            attainable, the fair market values of its assets and liabilities which
            are
            deemed to be financial instruments. The carrying amounts and estimated
            fair
            values of the Company’s financial instruments approximate their fair value due
            to the short-term nature.
  F-6
 Table
                of Contents
  **Technology
              Holdings, Inc.**
 **Formerly
              known as** **MV
              Fund II, LLC**
 **(a
              Development Stage Company)**
 **Notes
              to Financial Statements**
  Cash
              and equivalents
  Cash
              includes all cash and highly liquid investments with original maturities
              of
              three months or less. As
              of June 30, 2006 Technology Holdings, Inc. had $250,000 unrestricted
              funds in escrow, to be used for future business opportunities should a
              meaningful opportunity arise. These funds were raised pursuant to the
              Company's post effective amendment to its original registration statement
              on
              form S-1 by using a form S-11 (Registration No. 333-115444) under the
              Securities
              Act of 1933, as amended. This related to the Company's initial public
              offering of its Common Stock, which became effective on January 13, 2006.
              The Company reached the minimum sale of units, raising the required
              $500,000
              through the receipt of cash proceeds of $350,000 on the sale of 140
              units and
              the reduction of $150,000 of debt to the Company's attorneys for past
              services rendered.
  Earnings
              (loss) per share
 
 Basic
              earnings (loss) per share exclude any dilutive effects of options,
              warrants and
              convertible securities. Basic earnings (loss) per share is computed
              using the
              weighted-average number of outstanding common stocks during the applicable
              period. Diluted earnings per share is computed using the weighted-average
              number
              of common and common stock equivalent shares outstanding during the
              period.
              Common stock equivalent shares are excluded from the computation if
              their effect
              is antidilutive.
 
 Income
              taxes
 
 The
              Company accounts for its income taxes in accordance with Statement
              of Financial
              Accounting Standards No. 109, which requires recognition of deferred
              tax assets
              and liabilities for future tax consequences attributable to differences
              between
              the financial statement carrying amounts of existing assets and liabilities
              and
              their respective tax bases and tax credit carry-forwards. Deferred
              tax assets
              and liabilities are measured using enacted tax rates expected to apply
              to
              taxable income in the years in which those temporary differences are
              expected to
              be recovered or settled. The effect on deferred tax assets and liabilities
              of a
              change in tax rates is recognized in income in the period that includes
              the
              enactment date. The Company has incurred operating losses while in
              the
              Development Stage and has not yet incurred any income tax expense.
              Due to the
              uncertainty as to whether the Company can operate as a going concern,
              the
              Company has not recognized a deferred tax asset resulting from the
              losses. See
              Note 5.
 
 New
              accounting pronouncements
 
 In
              November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
              of
              ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No.
              43, Chapter
              4, Inventory Pricing, to clarify the accounting for abnormal amounts
              of idle
              facility expense, freight, handing costs, and spoilage. This statement
              requires
              that those items be recognized as current period charges regardless
              of whether
              they meet the criterion of "so abnormal" which was the criterion
 F-7
 Table
                of Contents
  **Technology
              Holdings, Inc.**
 **Formerly
              known as** **MV
              Fund II, LLC**
 **(a
              Development Stage Company)**
 **Notes
              to Financial Statements**
  specified
              in ARB No. 43. In addition, this Statement requires that allocation
              of fixed
              production overheads to the cost of production be based on normal capacity
              of
              the production facilities. This pronouncement became effective for
              the Company
              beginning January 30, 2006 and adopting this new standard has had no
              impact to
              its financial statements.
 
 In
              December 2004, the FASB issued SFAS No. 123(R) (revised 2004). Share-Based
              Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
              Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting
              for
              Stock Issued to Employees and amends SFAS No. 95, Statement of Cash
              Flows.
              Generally, the approach in SFAS No. 123(R) is similar to the approach
              described
              in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
              payments to
              employees, including grants of employee stock options, to be recognized
              in the
              income statement based on their fair values. Pro forma disclosure is
              no longer
              an alternative. The new standard became effective for the Company beginning
              January 30, 2006 and the adoption of this standard has had no impact
              on its
              financial statements as there were no employee stock options granted
              during the
              quarter.
 
 **NOTE
              2 - ACCRUED EXPENSES**
 
 At
              June
              30, 2006 the Company owed its outside law firm $7,023 for services
              performed
              prior to that date, related to equity offerings and regulatory
              filings.
 
 **NOTE
              3 - STOCKHOLDERS’ EQUITY**
 
 Common
              Stock Issued and Outstanding
 
 The
              Company has 100,000,000 common shares authorized and 7,500,000 shares
              issued and
              outstanding at June 30, 2006.
  In
              January 2006, the Company raised $350,000 on the sale of membership
              units which
              were converted to 2,450,000 shares of common stock.
  In
              January 2006, membership units were issued for the reduction of $150,000
              in debt
              to the Company’s legal counsel in partial exchange for their past legal services
              which were converted into 1,050,000 shares of common stock.
 
 In
              January 2006, membership units were issued to the Company’s managing member in
              exchange for the managing member’s interest in the Company which were converted
              into 4,000,000 shares of common stock.
 
 In
              January 2006, the Company adopted an incentive stock option plan for
              its future
              employees and consultants. The Company has not granted any stock options
              to the
              executive directors or officers from inception on September 2, 2003
              to June 30,
              2006.
  F-8
 Table
                of Contents
  **Technology
            Holdings, Inc.**
 **Formerly
            known as** **MV
            Fund II, LLC**
 **(a
            Development Stage Company)**
 **Notes
            to Financial Statements**
 
  **NOTE
              4 - LIQUIDITY AND GOING CONCERN**
  As
              shown
              in the accompanying financial statements, the Company has accumulated
              net losses
              from operations totaling $280,266 as of June 30, 2006, and has had
              no revenue
              from operations. These factors raise substantial doubt about the Company’s
              ability to continue as a going concern.
  The
              Company’s financial statements are prepared using the generally accepted
              accounting principles applicable to a going concern, which contemplates
              the
              realization of assets and liquidation of liabilities in the normal
              course of
              business. However, the Company has generated no revenue from its planned
              principal operations. In order to obtain the necessary capital, the
              Company
              plans to begin operations with the receipt of a minimum investment
              of membership
              units and negotiating the purchase of the Fund’s first loans with this
              investment. However, the Company is dependent upon its ability to secure
              financing, and there are no assurances that the Company will be successful.
              Without sufficient financing it would be unlikely for the Company to
              continue as
              a going concern. The accompanying financial statements do not include
              any
              adjustments that might be necessary if the Company is unable to continue
              as a
              going concern.
  **NOTE
              5 - INCOME TAXES**
 
 The
              benefit for income taxes is different than amounts which would be provided
              by
              applying the statutory federal income tax rate to loss before benefit
              for income
              taxes for the following reasons:
 Income tax benefit at statutory
                    rate
                  $
                      52,584Stock valuation for services
                  (51,000)Valuation
                    allowance
                  (1,584)$-0-
  Deferred
            tax assets (liabilities) are comprised of the following as of June 30,
            2006:
 Net operating losses
                    $
                        95,290Stock valuation for services
                    (51,000)Valuation
                      allowance
                    (44,290)$
-0-
  **NOTE
              6 - SUBSEQUENT EVENT**
 
 On
              July
              20, 2006, in connection with the abandonment of negotiations with MSC,
              the
              Company changed its name from MedaSorb Technologies, Inc. to Technology
              Holdings, Inc. The Company accomplished this name change through a
              merger with a
              wholly-owned subsidiary, Technology Holdings, Inc., a Nevada corporation,
              set up
              solely for this purpose of changing the Company's name.
  F-9
 Table
            of Contents
  **Item
        8. Changes In and Disagreements with Accountants on Accounting and Financial****Disclosure**
 
 No
        events
        occurred requiring disclosure under Item 304(b) of Regulation S-B.
 
 **Item
        8A. Controls and Procedures**
 
 We
        carried out an evaluation of the effectiveness of the design and operation
        of
        our disclosure controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-15(e)) as of June 30, 2006. This evaluation was carried
        out
        under the supervision and with the participation of our Chief Executive Officer
        and Chief Financial Officer, Mr. Sam Medley. Based upon that evaluation,
        our
        Chief Executive Officer and Chief Financial Officer concluded that, as of
        June
        30, 2006, our disclosure controls and procedures are effective. There have
        been
        no significant changes in our internal controls over financial reporting
        during
        the quarter ended June 30, 2006 that have materially affected or are reasonably
        likely to materially affect such controls.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act are recorded, processed, summarized and
        reported, within the time periods specified in the SEC's rules and forms.
        Disclosure controls and procedures include, without limitation, controls
        and
        procedures designed to ensure that information required to be disclosed in
        our
        reports filed under the Exchange Act is accumulated and communicated to
        management, including our Chief Executive Officer and Chief Financial Officer,
        to allow timely decisions regarding required disclosure.
 
 Limitations
        on the Effectiveness of Internal Controls
 
 Our
        management does not expect that our disclosure controls and procedures or
        our
        internal control over financial reporting will necessarily prevent all fraud
        and
        material error. Our disclosure controls and procedures are designed to provide
        reasonable assurance of achieving our objectives and our Chief Executive
        Officer
        and Chief Financial Officer concluded that our disclosure controls and
        procedures are effective at that reasonable assurance level. Further, the
        design
        of a control system must reflect the fact that there are resource constraints,
        and the benefits of controls must be considered relative to their costs.
        Because
        of the inherent limitations in all control systems, no evaluation of controls
        can provide absolute assurance 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. Additionally, controls
        can be circumvented by the individual acts of some persons, by collusion
        of two
        or more people, or by management override of the internal control. The design
        of
        any system of controls also is based in part upon 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.
        Over time, control may become inadequate because of changes in conditions,
        or
        the degree of compliance with the policies or procedures may deteriorate.
  10
 Table
            of Contents
  **Item
        8B. Other information**
 
 None.
 
 **PART
        III**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act**
 
 The
        following information sets forth the names of our current directors and
        executive officers, their ages and their present positions with the Company.
 
 Name
              Age
              Position(s)
                  and Office(s) HeldSam
                  Medley
              63
              CEO,
                  President and Director
 
 Set
        forth
        below is a brief description of the background and business experience of
        each
        of our current executive officers and directors.
 
 **Sam
        Medley** is our
        President, CEO and Director. Mr. Medley has also served as Chief Executive
        Officer of Mountain View since 2001. He has been in the mortgage business
        for
        the past 7 years and has an extensive business background and has managed
        a
        large portfolio of various businesses and investments. Formally President
        and
        Co-Founder of Crest Mortgage Fund in Dallas, TX, he was involved in the
        marketing and management of that business venture.
 
 **Term
        of Office**
 
 Our
        directors are appointed for a one-year term to hold office until the next
        annual
        meeting of our shareholders or until removed from office in accordance with
        our
        bylaws.
 
 Our
        executive officers are appointed by our board of directors and hold office
        until
        removed by the board.
 
 **Significant
        Employees**
 
 We
        have
        no significant employees other than our officers and directors.
 
 **Family
        Relationships**
 
 There
        are
        no family relationships between or among the directors, executive officers
        or
        persons nominated or chosen by us to become directors or executive
        officers.
 
 **Involvement
        in Certain Legal Proceedings**
 
 To
        the
        best of our knowledge, during the past five years, none of the following
        occurred with respect to a present or former director, executive officer,
        or
        employee: (1) any bankruptcy
  11
 Table
            of Contents
  petition
        filed by or against any business of which such person was a general partner
        or
        executive officer either at the time of the bankruptcy or within two years
        prior
        to that time; (2) any conviction in a criminal proceeding or being subject
        to a
        pending criminal proceeding (excluding traffic violations and other minor
        offenses); (3) being subject to any order, judgment or decree, not subsequently
        reversed, suspended or vacated, of any court of competent jurisdiction,
        permanently or temporarily enjoining, barring, suspending or otherwise limiting
        his or her involvement in any type of business, securities or banking
        activities; and (4) being found by a court of competent jurisdiction (in
        a civil
        action), the SEC or the Commodities Futures Trading Commission to have violated
        a federal or state securities or commodities law, and the judgment has not
        been
        reversed, suspended or vacated.
 
 **Audit
        Committee**
 
 We
        do not
        have a separately-designated standing audit committee. The entire board of
        directors performs the functions of an audit committee, but no written charter
        governs the actions of the board of directors when performing the functions
        of
        that would generally be performed by an audit committee. The board of directors
        approves the selection of our independent accountants and meets and interacts
        with the independent accountants to discuss issues related to financial
        reporting. In addition, the board of directors reviews the scope and results
        of
        the audit with the independent accountants, reviews with management and the
        independent accountants our annual operating results, considers the adequacy
        of
        our internal accounting procedures and considers other auditing and accounting
        matters including fees to be paid to the independent auditor and the performance
        of the independent auditor.
 
 For
        the
        fiscal year ending June 30, 2006, the board of directors:
 
 1.
            Reviewed
                and discussed the audited financial statements with management,
                and 
 2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence. 
 Based
        upon the board of directors’ review and discussion of the matters above, the
        board of directors authorized inclusion of the audited financial statements
        for
        the year ended December 31, 2005 to be included in this Annual Report on
        Form
        10-KSB and filed with the Securities and Exchange Commission.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Our
        officers, directors and shareholders owning greater than ten percent of our
        shares are not required to comply with Section 16(a) of the Securities Exchange
        Act of 1934 because we do not have a class of securities registered under
        Section 12 of the Securities Exchange Act of 1934.
 12
 Table
              of Contents
  **Code
        of Ethics Disclosure**
 
 As
        of
        June 30, 2006, we have not adopted a Code of Ethics for Financial
        Executives.
 
 **Item
        10. Executive Compensation**
 
 The
        table
        below summarizes all compensation awarded to, earned by, or paid to our current
        executive officers for each of the last three completed fiscal
        years.
 
 Annual
                  Compensation
              Long
                  Term CompensationName
              Title
              Year
              Salary
                ($)
              Bonus
                ($)
              Other
                  AnnualCompensation
                ($)
              Restricted
                  Stock
                Awarded
                ($)
              Options/
                SARs
                (#)
              LTIP
                Payouts
                ($)
              All
                  Other
                Compensation
                ($)Sam
                  Medley
              CEO,
                  President and Director(1)
              2006
                2005
                2004
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0Rowe
                  Nelson
              Officer
                  of Former Managing Member(1)
              2006
                2005
                2004
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
              0
                0
                0
 (1)
        Mr.
        Nelson and Mr. Medley served as officers of MV Funding Group, Inc., our prior
        managing member
 before
        we
        unanimously approved a Plan of Conversion that restructured our company from
        a
        Limited
 Liability
        Company to a C-Corporation.
 
 **Compensation
        to Directors**
 
 Our
        directors receive no compensation for serving as directors.
 
 **Summary
        of Options Grants**
 
 We
        did
        not grant any stock options to the executive officers or directors from
        inception on September 5, 2003 to June 30, 2006. We have not granted any
        stock
        options since June 30, 2006.
  13
 Table
            of Contents
  **Item
        11. Security Ownership of Certain Beneficial Owners and Management
        and Related Stockholder Matters**
 
 The
        following table sets forth, as of June 30, 2006, the beneficial ownership
        of our
        common stock by each executive officer and director, by each person known
        by us
        to beneficially own more than 5% of the our common stock and by the executive
        officers and directors as a group. Except as otherwise indicated, all shares
        are
        owned directly and the percentage shown is based on 7,500,000 shares of common
        stock issued and outstanding on June 30, 2006.
 
 **Title
                  of class**
              **Name
                  and address**
                **of
                  beneficial owner****(1)**
              **Amount
                  of**
                **beneficial
                  ownership**
              **Percent**
                **of
                  class*****Executive
                  Officers & Directors:**Common
              Sam
                  Medley
              4,000,000
                  shares
              53.3%**Total
                  of All Directors and Executive Officers:**
              **4,000,000
                  shares**
              **53.3%****More
                  Than 5% Beneficial Owners:**Common
              NONE
              0
                  shares
              0%
  (1)
            As
                used in this table, "beneficial ownership" means the sole or shared
                power
                to vote, or to direct the voting of, a security, or the sole or shared
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of, a security). In addition, for
                purposes of this table, a person is deemed, as of any date, to have
                "beneficial ownership" of any security that such person has the right
                to
                acquire within 60 days after such date. 
 **Item
        12. Certain Relationships and Related
        Transactions**
 
 None
        of
        our directors or executive officers, nor any proposed nominee for election
        as a
        director, nor any person who beneficially owns, directly or indirectly, shares
        carrying more than 5% of the voting rights attached to all of our outstanding
        shares, nor any members of the immediate family (including spouse, parents,
        children, siblings, and in-laws) of any of the foregoing persons has any
        material interest, direct or indirect, in any transaction over the last two
        years or in any presently proposed transaction which, in either case, has
        or
        will materially affect us.
  14
 Table
            of Contents
 
 **Item
        13. Exhibits**
 
 Exhibit
                Number
              Description3.1
              Articles
                  of Incorporation, as amended(1)3.2
              By-laws,
                  as amended(1)31.1
              Certification
                  of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200232.1
              Certification
                  of Chief Executive Officer and Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002
 (1) Incorporated
        by reference to our Form 8-K filed on February 7, 2006.
  **Item
        14. Principal Accountant Fees and Services**
 
 **Audit
        Fees**
 
 The
        aggregate fees billed by our auditors for professional services rendered
        in
        connection with a review of the financial statements included in our quarterly
        reports on Form 10-QSB and the audit of our annual consolidated financial
        statements for the fiscal years ended June 30, 2006 and June 30, 2005 were
        approximately $3,000 and $5,500 respectively.
 
 **Audit-Related
        Fees**
 
 Our
        auditors did not bill any additional fees for assurance and related services
        that are reasonably related to the performance of the audit or review of
        our
        financial statements.
 
 **Tax
        Fees**
 
 The
        aggregate fees billed by our auditors for professional services for tax
        compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
        ended June
        30,
        2006 and June 30, 2005 .
 
 **All
        Other Fees**
 
 The
        aggregate fees billed by our auditors for all other non-audit services, such
        as
        attending meetings and other miscellaneous financial consulting, for the
        fiscal
        years ended June
        30,
        2006 and June 30, 2005 were
        $0
        and $0 respectively.
  15
 Table
            of Contents
  **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **Company
        Name**
 
 By: /s/
        Sam Medley
 Sam
        Medley
 Principal
        Executive Officer,
 Principal
        Financial Officer and Director
 
 October
        4, 2006
 
  In
        accordance with the requirements of the Securities Act of 1933, this
        registration statement was signed by the following persons in the capacities
        and
        on the date stated:
 
 
 
 By:         
        /s/ Sam Medley
 Sam
        Medley, President, CEO and Director
 October
        4, 2006