UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
        10-KSB/A**





[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







**EXPLANATORY
          NOTE**
  The
          purpose of this amendment to this Annual Report on Form 10-KSB previously
          filed
          with the United States Securities Exchange Commission on October 5, 2006
          is to
          disclose the Audit Report of Beckstead and Watts, LLP for the year ended
          June
          30, 2005 that was inadvertently omitted in the previous filing and to revise
          the
          cash flows statement to reflect services performed for stock as a non-cash
          transaction.




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
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            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
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            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 for the
                  year ended June 30, 2005F-2
              Report
                  of Independent Registered Public Accounting Firm for
                  the year ended June 30, 2006;F-3
              Balance
                  Sheet as of June 30, 2006;F-4
              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-5
              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-6
              Statement
                  of Stockholders’ Equity for period from September 2,
                  2003 (inception) to June 30, 2006;F-7
              Notes
                  to Financial Statements;




9
 Table
            of Contents


**Beckstead
          and Watts, LLP**
 ***Certified
          Public Accountants***
 2425
          W
          Horizon Ridge Parkway
 Henderson,
          NV 89052
 702.257.1984
          (tel)
 702.362.0540
          (fax)
 
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM**
 
 
 We
          have
          audited the accompanying balance sheet of MV Fund II, LLC (the “Company”) (A
          Development Stage Company), as of June 30, 2005, and the related statements
          of
          operations, changes in members’ (deficit), and cash flows for the year then
          ended, and the period September 2, 2003 (Date of Inception) to June 30,
          2005.
          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 the standards of 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. 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 MV Fund II, LLC (A Development
          Stage Company) as of June 30, 2005, and the related statement of operations,
          changes in members’ (deficit), and cash flows for the year then ended, and the
          period September 2, 2003 (Date of Inception) to June 30, 2005, in conformity
          with U.S. generally accepted accounting principles.
 
 The
          accompanying financial statements have been prepared assuming the Company
          will
          continue as a going concern. As discussed in Note 3 to the financial statements,
          the Company has had limited operations and have not commenced planned principal
          operations. This raises substantial doubt about its ability to continue
          as a
          going concern. Management’s plans in regard to these matters are also described
          in Note 3. The financial statements do not include any adjustments that
          might
          result from the outcome of this uncertainty.
 
 /s/
          Beckstead and Watts, LLP
 October
          21, 2005


F-1
 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


Table
        of Contents


F-2
 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-3
 Table
          of Contents


**Technology
      Holdings, Inc.**


**Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)**
 **Statements
          of Operations**
  Year
                        Ended
                      June
                        30,
                      2006
                
                
                Year
                        Ended
                      June
                        30,
                      2005
                
                
                September
                          2, 2003
                        (Inception)
                          to
                        June
                          30, 2006
                        (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-4
 Table
          of Contents


**Technology
      Holdings, Inc.**


**Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)**
 **Statements
          of Cash Flows**
 Year
                        Ended
                      June
                        30,
                      2006
                  
                  
                  Year
                          Ended
                        June
                          30,
                        2005
                  
                  
                  September
                            2, 2003
                          (Inception)
                            to
                          June
                            30, 2006
                          (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
                  
                  (99,950)
                  
                  
                  (4,500)
                  
                  
                  (273,243)**Cash
                      flows from financing activities**Proceeds
                      from issuance of membership units
                  
                  350,000
                  
                  
                  -
                  
                  
                  350,000Expenses
                      paid in capitalby
                      managing member
                  
                  -
                  
                  
                  4,500
                  
                  
                  23,293Net
                      cash provided by financing activities
                  
                  350,000
                  
                  
                  4,500
                  
                  
                  373,293Net
                      increase in cash
                  
                  250,050
                  
                  
                  -
                  
                  
                  100,050Cash
                      - beginning of year
                  
                  -
                  
                  
                  -
                  
                  
                  -Cash
                      - end of year
                  $
                  250,050
                  
                  $
                  -
                  
                  $
                  100,050Non-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-5
 Table
          of Contents


**Technology
      Holdings, Inc.**


**Formerly
        known as MV Fund II, LLC**
 **(a
        Development Stage Company)**
 **Statement
        of Changes in Stockholders' Equity**
  Common
                    Stock
                
                
                Additional
                
                
                Accumulated
                    Deficit
                      During
                    Development
                
                
                Total
                    Stockholders'Shares
                
                
                Amount
                
                
                Paid-in
                    Capital
                
                
                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-6
 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-7
 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-8
 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-9
 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-10
 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**





ExhibitNumber
              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/
      William D. Kirkland


William
      D. Kirkland


Principal
      Executive Officer,


Principal
      Financial Officer and Director





March
        16,
        2007







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/ William D. Kirkland


William
      D. Kirkland


President,
      CEO and Director


March
        16, 2007