UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







FORM
10-Q







x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended March 31, 2008




or




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from _________ to _________.




Commission
File Number 333-133987









RedRoller
Holdings, Inc.


(Exact
name of Registrant as specified in its charter)







Delaware
            98-0539667(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)





Soundview
Plaza, 1266 East Main St., Stamford, CT 06902-3546


(Address
of principal executive offices, including zip code)




Registrant’s
telephone number, including area code: (203) 286-0200







Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one)







Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated filer   ̈
            Smaller
      reporting company x(Do not check if a smaller reporting company)




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




There
were 24,842,040 shares of the registrant’s common stock issued and outstanding
as of May 15, 2008 and no shares of the registrant’s preferred stock issued and
outstanding as of May 15, 2008.











RedRoller
Holdings, Inc.




Form
10-Q




Table
of Contents




PagePart
      I - Financial InformationItem
      1.
            Condensed
      Consolidated Financial Statements (unaudited)
            3Condensed
      Consolidated Balance Sheets
            3Condensed
      Consolidated Statements of Operations
            4Condensed
      Consolidated Statement of Stockholders’
      Equity
            5Condensed
      Consolidated Statements of Cash
      Flows
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations
            17Item
      4.
            Controls
      and Procedures
            21Part
      II - Other InformationItem
      1.
            Legal
      Proceedings
            23Item 1A.
            Risk
      Factors
            23Item 2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            23Item 6.
            Exhibits
            23SIGNATURE
            24






- 2
-


Part
I—Financial Information




Item 1.
            Condensed
      Consolidated Financial Statements




REDROLLER
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)




March
      31, 2008
            
            
            December
      31, 2007(unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            2,046,844
            
            
            $
            3,489,116Accounts
      receivable
            
            
            81,878
            
            
            
            165,926Prepaid
      expenses and other current assets
            
            
            127,038
            
            
            
            131,406Total
      current assets
            
            
            2,255,760
            
            
            
            3,786,448Goodwill
            
            
            1,769,611
            
            
            
            1,769,611Property
      and equipment, net
            
            
            221,995
            
            
            
            262,565Website
      development costs, net
            
            
            956,977
            
            
            
            645,576Intangible
      assets, net
            
            
            46,844
            
            
            
            51,102Other
      assets
            
            
            64,412
            
            
            
            57,300TOTAL
      ASSETS
            
            $
            5,315,599
            
            
            $
            6,572,602LIABILITIES AND
      STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable
            
            
            342,013
            
            
            
            391,444Accrued
      expenses and other current liabilities
            
            
            79,141
            
            
            
            55,066Deferred
      revenue
            
            
            183,026
            
            
            
            225,202Note
      payable (net of discount of $3,377 and $8,674 as of March 31, 2008 and
      December 31, 2007, respectively)
            
            
            196,623
            
            
            
            191,326Total
      current liabilities
            
            
            800,803
            
            
            
            863,038Deferred
      tax liability
            
            
            92,000
            
            
            
            92,000Deferred
      rent
            
            
            25,500
            
            
            
            17,447TOTAL
      LIABILITIES
            
            
            918,303
            
            
            
            972,485COMMITMENTS AND
      CONTINGENCIESSTOCKHOLDERS’
      EQUITYPreferred
      stock, $.001 par value; 25,000,000 shares authorized; 0 shares issued and
      outstanding at March 31, 2008 and December 31, 2007
            
            
            —
            
            
            
            —Common
      stock, $.001 par value; 200,000,000 shares authorized; 24,842,040 shares
      issued and outstanding at March 31, 2008 and December 31,
    2007
            
            
            24,842
            
            
            
            24,842Additional
      paid in capital
            
            
            25,383,398
            
            
            
            25,223,702Accumulated
      deficit
            
            
            (21,010,944
            )
            
            
            (19,648,427
            )TOTAL
      STOCKHOLDERS’ EQUITY
            
            
            4,397,296
            
            
            
            5,600,117TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            5,315,599
            
            
            $
            6,572,602




The
accompanying notes are an integral part of these condensed consolidated
financial statements.


- 3
-
 
 REDROLLER
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)


For
      the Three Months Ended March 31,2008
            
            
            2007Net
      sales
            
            $
            291,858
            
            
            $
            342,507Cost
      of sales
            
            
            192,864
            
            
            
            186,123GROSS
      PROFIT
            
            
            98,994
            
            
            
            156,384OPERATING
      EXPENSESSalaries
      and benefits
            
            
            669,059
            
            
            
            1,446,203Selling,
      general and administrative
            
            
            801,136
            
            
            
            811,251TOTAL
      OPERATING EXPENSES
            
            
            1,470,195
            
            
            
            2,257,454LOSS
      FROM OPERATIONS
            
            
            (1,371,201
            )
            
            
            (2,101,070
            )OTHER INCOME
      (EXPENSE)Interest
      expense
            
            
            (6,813
            )
            
            
            —Interest
      income
            
            
            15,497
            
            
            
            476TOTAL
      OTHER INCOME (EXPENSE)
            
            
            (8,684
            )
            
            
            476Loss
      before provision for income taxes
            
            
            (1,362,517
            )
            
            
            (2,100,594
            )Provision
      for income taxes
            
            
            —
            
            
            
            —NET
      LOSS
            
            $
            (1,362,517
            )
            
            $
            (2,100,594
            )Net
      loss per share: basic and diluted
            
            $
            (0.05
            )
            
            $
            (0.46
            )Weighted
      average number of shares outstanding – basic and diluted
            
            
            24,842,040
            
            
            
            4,541,633






The
accompanying notes are an integral part of these condensed consolidated
financial statements.









- 4
-
 
 REDROLLER
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED)


Additional
            
            
            
            
            
            TotalCommon
      Stock
            
            
            Paid
      in
            
            
            Accumulated
            
            
            Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            EquityBalance
      – January 1, 2008
            
            
            24,842,040
            
            
            $
            24,842
            
            
            $
            25,223,702
            
            
            $
            (19,648,427
            )
            
            $
            5,600,117Consulting
      expense recorded in connection with warrants issued to placement
      agent
            
            
            —
            
            
            
            —
            
            
            
            9,683
            
            
            
            —
            
            
            
            9,683Stock-based
      compensation
            
            
            —
            
            
            
            —
            
            
            
            150,013
            
            
            
            —
            
            
            
            150,013Net
      loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1,362,517
            )
            
            
            (1,362,517
            )Balance
      – March 31, 2008
            
            
            24,842,040
            
            
            $
            24,842
            
            
            $
            25,383,398
            
            
            $
            (21,010,944
            )
            
            $
            4,397,296








The
accompanying notes are an integral part of these condensed consolidated
financial statements.









- 5
-
 
 REDROLLER
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)




For
      the Three Months Ended March 31,2008
            
            
            2007CASH FLOWS FROM
      OPERATING ACTIVITIESNet
      loss
            
            $
            (1,362,517
            )
            
            $
            (2,100,594
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            95,658
            
            
            
            98,825Stock-based
      compensation expense
            
            
            150,013
            
            
            
            930,398Warrant
      consulting expense
            
            
            9,683
            
            
            
            —Deferred
      rent amortization
            
            
            8,053
            
            
            
            —Non-cash
      interest
            
            
            5,297
            
            
            
            —Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            84,048
            
            
            
            (16,909
            )Prepaid
      expenses and other current assets
            
            
            4,368
            
            
            
            53,124Security
      deposits
            
            
            (7,112
            )
            
            
            —Accounts
      payable
            
            
            (49,431
            )
            
            
            42,498Accrued
      expenses and other current liabilities
            
            
            24,075
            
            
            
            (18,746
            )Deferred
      revenue
            
            
            (42,176
            )
            
            
            (36,467
            )NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (1,080,041
            )
            
            
            (1,047,871
            )CASH FLOWS FROM
      INVESTING ACTIVITIESPurchases
      of property and equipment
            
            
            (12,541
            )
            
            
            (10,550
            )Capitalization
      of website costs
            
            
            (349,690
            )
            
            
            —NET
      CASH USED IN INVESTING ACTIVITIES
            
            
            (362,231
            )
            
            
            (10,550
            )CASH FLOWS FROM
      FINANCING ACTIVITIESProceeds
      from the sale of Series B(1) convertible preferred stock, net of offering
      costs
            
            
            —
            
            
            
            596,379Proceeds
      from issuances of notes
            
            
            —
            
            
            
            200,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            —
            
            
            
            796,379NET
      DECREASE IN CASH AND CASH EQUIVALENTS
            
            
            (1,442,272
            )
            
            
            (262,042
            )CASH AND CASH
      EQUIVALENTS – BEGINNING OF PERIOD
            
            
            3,489,116
            
            
            
            289,483CASH AND CASH
      EQUIVALENTS – END OF PERIOD
            
            $
            2,046,844
            
            
            $
            27,441








The
accompanying notes are an integral part of these condensed consolidated
financial statements.




- 6
-
 
 NOTE
1 – THE COMPANY
 
 Organization and Nature of
Business
 RedRoller,
Inc. (“RedRoller”) is an authorized reseller of carrier-based shipping services
that uses a proprietary Internet-based, multi-carrier, integrated pricing
comparison and shipping services system (the “RedRoller System”)that is
available at no charge to the end-user. Through RedRoller’s basic software
platform, customers can compare pricing established by RedRoller from multiple
shipping carriers and purchase shipping services, which are then performed
directly by the selected carrier following RedRoller’s transmittal of a shipping
order to the carrier. RedRoller is currently enhancing and augmenting its
software system to support a subscription-based service, expected to be
introduced in the second quarter of 2008.
 
 Through
its wholly-owned subsidiary, Taylor Systems Engineering Corporation (“TSE”),
RedRoller also installs shipping systems software that integrates customers
systems with shipping carriers’ software and also provides maintenance of such
software.
 
 RedRoller
was originally formed on August 30, 2004 as a limited liability company under
the name nFront, LLC (“nFront”) in the State of Delaware. On February 23, 2005,
nFront was converted to a corporation in the State of Delaware and concurrently
changed its name to RedRoller, Inc.
 
 On
November 13, 2007, RedRoller entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with RedRoller Holdings, Inc. (formerly known as Aslahan
Enterprises Ltd.), a Delaware corporation (“Pubco”), pursuant to which
15,527,419 issued and outstanding shares of capital stock of RedRoller were
exchanged at a rate of approximately 0.6589 per share for 10,230,940 shares of
common stock of Pubco, with RedRoller as the surviving entity. This share
exchange was accounted for as a reverse merger and recapitalization transaction
in which RedRoller is deemed to be the accounting acquirer. Accordingly, the
accompanying condensed consolidated financial statements of operations and cash
flows give retroactive effect of the recapitalization of RedRoller.
 The
condensed consolidated financial statements are those of RedRoller Holdings,
Inc. and its wholly-owned subsidiaries, RedRoller and
TSE.  Collectively, they are referred to as the
“Company.”
 NOTE
2 – LIQUIDITY AND FINANCIAL CONDITION
 
 The
Company incurred a net loss of $1,362,517 for the three months ended March 31,
2008, which includes an aggregate of $268,704 of non-cash charges. Non-cash
charges principally include $150,013 of stock-based compensation expense and
$95,658 of depreciation and amortization. At March 31, 2008, the Company’s
accumulated deficit amounted to $21,010,944. The Company had cash and cash
equivalents of $2,046,844 and working capital of $1,454,957 at March 31,
2008.
 
 The
Company’s ability to continue its operations is dependent upon its ability to
raise additional capital in the short term and to generate revenue and operating
cash flow through the execution of its business plan.
 
 Management
believes the Company’s current level of working capital, as well as the funds it
expects to generate from operations will enable it to sustain the business for a
period of time that is currently less than twelve months.  The
realization of the Company’s business plan is dependent upon its ability to
raise capital in the near term.  If the Company is unable to raise
additional capital or encounters unforeseen circumstances, it will be required
to take additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing its operations, suspending the pursuit of
its business plan, reducing its workforce and cutting overhead
expenses.  The Company cannot provide any assurance that it will raise
additional capital as necessary.  The Company has not secured any
commitments for new financing at this time, nor can it provide any assurance
that new financing will be available to it on acceptable terms, if at all. These
matters raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying condensed consolidated financial statements do
not include any adjustments that may be necessary in the event that the Company
is unable to continue as a going concern.
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Principles of
Consolidation
 The
condensed consolidated financial statements include the accounts of RedRoller
Holdings, Inc. and its wholly-owned subsidiaries, RedRoller and
TSE.  All significant intercompany balances and transactions have been
eliminated in consolidation.


- 7
-
 
 Use of
Estimates
 The
preparation of the condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ materially from those
estimates.  These estimates and assumptions include revenue
recognition, reserves and write-downs related to accounts receivable, the
recoverability of long-term assets, deferred taxes and related valuation
allowances and the valuation of equity instruments.
 
 Basis of Interim Financial
Statements
 The
accompanying condensed consolidated balance sheet as of March 31, 2008,
condensed consolidated statement of stockholders’ equity for the three months
ended March 31, 2008, and the condensed consolidated statements of operations
and cash flows for the three months ended March 31, 2008 and 2007 are unaudited.
The unaudited interim condensed consolidated financial statements have been
prepared on the same basis as the annual consolidated financial statements and,
in the opinion of management, reflect all adjustments, which include only normal
recurring adjustments necessary to present fairly the Company’s financial
position and results of operations and cash flows for the three months ended
March 31, 2008 and 2007. The results for the three months ended March 31, 2008
are not necessarily indicative of the results to be expected for the year ending
December 31, 2008 or for any other interim period or for any future
year.
 
 Concentration of Credit
Risk
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash and accounts receivable.  The Company
maintains its cash accounts at high quality financial institutions with
balances, at times, in excess of federally insured limits. As of March 31, 2008
and December 31, 2007, the Company had cash balances in excess of federally
insured limits of $1,906,383 and $3,285,876, respectively. Management believes
that the financial institutions that hold the Company’s deposits are financially
sound and therefore pose minimal credit risk.
 
 The
Company grants credit to some of its business customers, which are primarily
located in the United States.  Collateral is generally not required
for trade receivables.  The Company maintains allowances for potential
credit losses.
 
 Accounts
Receivable
 Accounts
receivable are recorded net of allowances for doubtful accounts.  The
Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required
payments.  If the financial condition of the Company’s customers were
to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required, which would increase the Company’s
expenses during the periods in which any such allowances are
made.  The amount recorded as an allowance for doubtful accounts in
each period is based upon an assessment of the likelihood that the Company will
be paid for outstanding accounts receivable, based on customer-specific as well
as general considerations.  To the extent that the Company’s estimates
prove to be too high, and the Company ultimately collects a receivable
previously determined to be impaired, the Company may record a reversal of the
provision in the period of such determination.  Substantially all of
the Company’s accounts receivable balances were collected subsequent to March
31, 2008 and December 31, 2007. Accordingly, the Company deemed it unnecessary
to establish an allowance for doubtful accounts at March 31, 2008 and December
31, 2007 based on its historical collection rates and low occurrence of credit
losses.
 
 Revenue
Recognition
 Customers
pay for shipping services prior to the actual shipment of goods, generally when
the shipping services are booked.  Customers have twenty-four hours
from the point of reservation to cancel a shipment.  Revenues
resulting from shipping services are recognized at the time in which the
transaction is no longer cancelable.
 
 Revenues
from installation of shipping systems software are recognized at the time in
which installation work is completed and the customer acknowledges its
acceptance of the work.
 
 The
Company also provides maintenance contracts on behalf of the manufacturers of
the shipping systems software it sells. The Company offers these contracts as a
separately priced product. Revenues from maintenance contracts are recognized
ratably over the maintenance period in accordance with the provision of American
Institute of Certified Public Accountants “AICPA” Statement of Position SOP
97-2, “Software Revenue Recognition.”
 
 Revenues
from the sales of shipping supplies are recognized upon delivery.
 
 A summary
of the Company’s revenue by category is as follows:





- 8
-


Three
      Months Ended
              March
      31,2008
            
            
            2007Shipping
      services
            
            $
            125,922
            
            
            $
            140,374Installation
            
            
            93,549
            
            
            
            122,278Maintenance
            
            
            69,325
            
            
            
            73,997Supplies
            
            
            2,284
            
            
            
            5,140Other
            
            
            778
            
            
            
            718Total
            
            $
            291,858
            
            
            $
            342,507




The
Company currently provides substantially all shipping services to its customers
as an authorized reseller under a Domestic and International Shipping Services
Agreement it has with DHL Worldwide Express, Inc. (“DHL”).  This
agreement has been extended to August 1, 2008. There is no assurance that this
agreement will be renewed past August 1, 2008 and that the historical revenue
presented above will recur in future periods.
 
 Net Loss Per
Share
 The
Company computes net loss per share in accordance with SFAS No. 128 “Earnings
Per Share” and has applied the guidance enumerated in Staff Accounting Bulletin
No. 98 (“SAB Topic 4D”) with respect to evaluating its issuances of equity
securities during all periods presented.
 
 Under
SFAS No. 128, basic net loss per share is computed by dividing net loss per
share available to common stockholders by the weighted average number of shares
outstanding for the period and excludes the effects of any potentially dilutive
securities.  Diluted earnings per share, if presented, would include
the dilution that would occur upon the exercise or conversion of all potentially
dilutive securities into common stock using the “treasury stock” and/or “if
converted” methods as applicable.  The computation of basic loss per
share for the three months ended March 31, 2008 and 2007 excludes potentially
dilutive securities because their inclusion would be anti-dilutive.
Anti-dilutive securities excluded from the computation of basic and diluted net
loss per share are as follows:





Three
      Months EndedMarch
      31,2008
            
            
            2007Options
      to purchase common stock
            
            
            10,223,295
            
            
            
            3,682,521Warrants
      to purchase common stock
            
            
            2,697,382
            
            
            
            —Convertible
      preferred stock (as if converted)
            
            
            —
            
            
            
            3,430,89212,920,677
            
            
            
            7,113,413




Advertising
Costs
 Costs
related to advertising, promotions of products and services and participation in
trade shows and other marketing events are expensed as incurred. Advertising
expense amounted to $172,318 and $38,697 for the three months ended March 31,
2008 and 2007, respectively. These expenses are included in selling, general and
administrative expenses in the accompanying condensed consolidated statements of
operations.
 
 Recent Accounting
Pronouncements
 In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157, “Fair Value Measurements.” SFAS No. 157 establishes a single definition of
fair value and a framework for measuring fair value, sets out a fair value
hierarchy to be used to classify the source of information used in fair value
measurements, and requires new disclosures of assets and liabilities measured at
fair value based on their level in the hierarchy. This statement applies under
other accounting pronouncements that require or permit fair value measurements.
In February 2008, the FASB issued Staff Positions (FSPs) No. 157-1 and No.
157-2, which, respectively, remove leasing transactions from the scope of SFAS
No. 157 and defer its effective date for one year relative to certain
nonfinancial assets and liabilities. As a result, the application of the
definition of fair value and related disclosures of SFAS No. 157 (as impacted by
these two FSPs) was effective for the Company beginning January 1, 2008 on a
prospective basis with respect to fair value measurements of (a) nonfinancial
assets and liabilities that are recognized or disclosed at fair value in the
Company's financial statements on a recurring basis (at least annually) and (b)
all financial assets and liabilities. This adoption did not have a material
impact on the Company's condensed consolidated results of operations or
financial condition. The remaining aspects of SFAS No. 157 for which the
effective date was deferred under FSP No. 157-2 are currently being evaluated by
the Company. Areas impacted by the
  - 9
-


deferral
relate to nonfinancial assets and liabilities that are measured at fair value,
but are recognized or disclosed at fair value on a nonrecurring basis. This
deferral applies to such items as nonfinancial assets and liabilities initially
measured at fair value in a business combination (but not measured at fair value
in subsequent periods) or nonfinancial long-lived asset groups measured at fair
value for an impairment assessment. The effects of these remaining aspects of
SFAS No. 157 are to be applied by the Company to fair value measurements
prospectively beginning January 1, 2009. The Company does not expect them to
have a material impact on the Company's consolidated results of operations or
financial condition. Refer to Note 12 for disclosures required by this new
pronouncement.





On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  The
guidance in SFAS 159 “allows” reporting entities to “choose” to measure many
financial instruments and certain other items at fair value.  The
objective underlying the development of this literature is to improve financial
reporting by providing reporting entities with the opportunity to reduce
volatility in reported earnings that results from measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions, using the guidance in SFAS 133, as amended. The Company adopted SFAS
159 on January 1, 2008. The adoption of SFAS 159 did not have a material effect
on the Company’s condensed consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”). SFAS 141R replaces SFAS No. 141, “Business Combinations” (“SFAS 141”).
SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition
method of accounting be used for all business combinations and for an acquirer
to be identified for each business combination. SFAS 141R defines the acquirer
as the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. SFAS 141R retains guidance of SFAS 141 for identifying and
recognizing intangible assets separately from goodwill. SFAS 141R requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
Statement. SFAS 141R also requires the acquirer in a business combination
achieved in stages to recognize the identifiable assets and liabilities, as well
as the noncontrolling interest in the acquiree, at the full amounts of their
fair values. SFAS 141R applies prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Earlier adoption is not
permitted. The Company does not expect the adoption of this pronouncement to
have a material impact on its financial position or results of
operation.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). SFAS 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. SFAS 160 shall be
applied prospectively as of the beginning of the fiscal year in which this
Statement is initially applied, except for the presentation and disclosure
requirements. The presentation and disclosure requirements shall be applied
retrospectively for all periods presented. The Company is currently assessing
the impact of SFAS 160 on its financial position and results of
operation.





In
December 2007, the SEC staff issued SAB No. 110 (“SAB 110”), “Share-Based
Payment,” which amends SAB 107, “Share-Based Payment,” to permit public
companies, under certain circumstances, to use the simplified method in SAB 107
for employee option grants after December 31, 2007. Use of the simplified method
after December 2007 is permitted only for companies whose historical data about
their employees’ exercise behavior does not provide a reasonable basis for
estimating the expected term of the options. The adoption of this pronouncement
did not have a material effect on the Company’s condensed consolidated financial
statements.





In
February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective
Date of FASB Statement No. 157,” which deferred the effective date of SFAS No.
157 for all nonrecurring fair value measurements of non-financial assets and
non-financial liabilities until fiscal years beginning after November 15,
2008.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”).
SFAS 161 gives financial statement users better information about the reporting
entity’s hedges by requiring qualitative disclosures about the objectives and
strategies for using derivatives, quantitative data about the fair value of and
gains and losses on derivative contracts, and details of credit-risk-related
contingent features in their hedged positions. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently assessing the impact of SFAS 161 on
its financial position and results of operation.




- 10
-
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the Company’s condensed consolidated
financial statements upon adoption.


NOTE
4 – PREPAID EXPENSES





Prepaid
expenses consist of the following as of March 31, 2008 and December 31,
2007:





March
      31,
              2008
            
            
            December
      31,
              2007(unaudited)Software
      and other licenses
            
            $
            73,994
            
            
            $
            92,445Maintenance
      agreements, insurance and other
            
            
            53,044
            
            
            
            29,934Prepaid
      rent
            
            
            —
            
            
            
            9,027$
            127,038
            
            
            $
            131,406




NOTE
5 – WEBSITE DEVELOPMENT COSTS





Website
development costs consist of the following as of March 31, 2008 and December 31,
2007:





March
      31,
              2008
            
            
            December
      31,
              2007(unaudited)Consulting
      fees
            
            $
            660,494
            
            
            $
            478,391Salaries
            
            
            526,218
            
            
            
            358,6311,186,712
            
            
            
            837,022Less:
      accumulated amortization
            
            
            (229,735
            )
            
            
            (191,446
            )Website
      development costs, net
            
            $
            956,977
            
            
            $
            645,576





The
Company has capitalized $182,103 and $167,587 of consulting fees and salaries,
respectively, during the three months ended March 31, 2008 related to the cost
of enhancing its existing website. The Company expects to launch the enhanced
version of its website during the second quarter of 2008. The Company estimates
that the total dollar amount of the expected upgrades and enhancements will
amount to approximately $1,058,000 and that the enhanced version of the website
will have a useful life of approximately three years.





Amortization
expense for the each of the three months ended March 31, 2008 and 2007 amounted
to $38,289.





NOTE 6 – GOODWILL AND AMORTIZABLE INTANGIBLE
ASSETS





At March
31, 2008 and December 31, 2007, goodwill and other intangible assets consist of
the following:





March
      31,
              2008
            
            
            December
      31,
              2007(unaudited)Goodwill
            
            $
            1,769,611
            
            
            $
            1,769,611Amortizable
      intangible assets:Customer
      relationships
            
            $
            80,000
            
            
            $
            80,000Trade name
            
            
            5,170
            
            
            
            5,170Less: accumulated
      amortization
            
            
            (38,326
            )
            
            
            (34,068
            )Intangible assets,
      net
            
            $
            46,844
            
            
            $
            51,102




Amortization
expense with respect to the customer relationships and trade name amounted to
$4,258 for both the three months ended March 31, 2008 and 2007.





- 11
-


NOTE
7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES





Accrued expenses and other current
liabilities consist of the following as of March 31, 2008 and December 31,
2007:





March
      31,
              2008
            
            
            December
      31,
              2007(unaudited)Professional
      and consulting fees
            
            $
            73,462
            
            
            $
            –Payroll
      and payroll taxes
            
            
            –
            
            
            
            38,192Other
            
            
            5,679
            
            
            
            16,874$
            79,141
            
            
            $
            55,066




NOTE
8 – COMMITMENTS AND CONTINGENCIES




Registration
Rights
 The
Company, pursuant to the terms of a registration rights agreement entered into
on November 13, 2007, has agreed to file and maintain the effectiveness of a
Registration Statement from the effective date until the earlier of (i) 24
months from the effective date of the Registration Statement or (ii) the date on
which all securities registered under the Registration Statement (a) have been
sold, or (b) are otherwise able to be sold pursuant to Rule 144, at which time
exempt sales may be permitted for purchasers of the units, subject to the
Company’s right to suspend or defer the use of the Registration Statement in
certain events. The Company’s Registration Statement was declared effective by
the SEC on May 5, 2008.
 
 Operating
Leases
 On March
12, 2008, the Company entered into a lease agreement for 2,032 square feet of
office space in Maynard, Massachusetts. The office space is intended to be used
by the Company’s marketing department. The term of the lease is for
approximately 18 months, commencing on March 15, 2008 and terminates on August
31, 2009. The lease calls for monthly rental payments of $2,371, with such
amount being prorated for March 2008.
 
 Rent
expense for the three months ended March 31, 2008 and 2007 amounted to $31,878
and $43,642, respectively.  Rent expense includes $8,053 and $0 for
the effects of recording expense on a straight-line basis over the term of the
lease during the three months ended March 31, 2008 and 2007,
respectively.
 
 Employment
Agreements
 The
Company has employment agreements with six of its executives for initial terms
of three years, which will be renewed for an additional one to two years
thereafter, unless written notice is provided by the respective parties. The
agreements provide, among other things, for the payment of aggregate annual base
salaries of approximately $1,135,000, as well as such incentive compensation and
discretionary bonuses as the Board of Directors may determine and to which they
may become entitled to pursuant to a bonus program. In addition, the employment
agreements provide for up to thirty-nine months of severance compensation for
terminations under certain circumstances. Aggregate potential severance
compensation amounted to $2,105,000 at March 31, 2008.
 
 On March
17, 2008, Michael Tribolet was appointed as the Chief Executive Officer by the
Board of Directors of the Company. Mr. Tribolet’s employment agreement is
effective as of March 17, 2008 and, unless earlier terminated, will expire on
March 17, 2011. The agreement provides for an initial base salary of $275,000
per year, which may be increased from time to time by the Board of Directors, in
its sole discretion. Mr. Tribolet is also be eligible to receive an annual bonus
of up to $140,000, based upon meeting certain performance goals determined by
the Board and is eligible to participate in all Company employee benefit
plans.
 
 In
connection with Mr. Tribolet’s appointment as the Chief Executive Officer of the
Company, the Board approved the grant of (i) a stock option (the “First Option”)
to Mr. Tribolet to purchase 175,000 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), under the Company’s 2007 Plan,
effective March 17, 2008 (the “Grant Date”), and (ii) a stock option (the
“Second Option” and, together with the First Option, the “Options”) to Mr.
Tribolet to purchase 1,500,000 shares of common stock, under the 2007 Plan,
effective on the Grant Date. The Options will have an exercise price equal to
the closing price of the common stock on the OTC Bulletin Board on the Grant
Date. The First Option will vest in full 90 days after the Grant Date with
accelerated vesting upon certain events as set forth in the underlying stock
option agreement, assuming continued employment with the Company on the
applicable vesting dates. The Second Option will vest in equal 1/3 increments
annually until fully-vested with accelerated vesting upon certain events as set
forth in the underlying stock option agreement, assuming continued employment
with the Company on the applicable vesting dates.


- 12
-
 
 Upon the
one-year anniversary (the “Second Grant Date”) of Mr. Tribolet’s employment
agreement, and subject to (a) the approval by the Board of Directors and (b) the
prior affirmative vote of the requisite number of stockholders of the Company to
increase the total number of shares of common stock eligible for issuance under
the 2007 Plan by at least 3,500,000 shares, Mr. Tribolet will be granted a stock
option (the “Third Option”) to purchase 1,500,000 shares of the Company’s under
the 2007 Plan. The Third Option will have an exercise price equal to the closing
price of the common stock on the OTC Bulleting Board on the Second Grant Date.
The Third Option will vest one-third upon the one year anniversary of the Second
Grant Date and quarterly thereafter in equal increments over one year until
fully-vested, with accelerated vesting upon certain events as set forth in the
underlying stock option agreement, assuming continued employment with the
Company on the applicable vesting dates.
 
 If Mr.
Tribolet is terminated without “cause” (as such term is defined in his
employment agreement with the Company) during the first 90 days of the term of
his employment with the Company, the Company shall pay Mr. Tribolet his base
salary and accrued and unused vacation earned through the effective date of his
termination. In addition, 175,000 of the stock options granted to Mr. Tribolet
that are not then exercisable shall become fully-vested, and, for a period of
six months after the date of termination, Mr. Tribolet will be entitled to
receive health benefits coverage under the same plan(s) or arrangement(s) in
effect at the time of his termination.
 
 If Mr.
Tribolet is terminated without “cause” during the term of his employment with
the Company, the Company will pay Mr. Tribolet a separation payment equal to (i)
his base salary and accrued and unused vacation earned through the effective
date of his termination and continuing for a period of up to six months after
the termination date; and (ii) any earned but unpaid bonuses. In addition, up to
500,000 stock options granted to Mr. Tribolet (or up to 325,000 options during
the third year of his employment agreement) that are not then exercisable shall
become fully-vested, and, for a period of one year after the date of
termination, Mr. Tribolet will be entitled to receive health benefits coverage
under the same plan(s) or arrangement(s) in effect at the time of his
termination.
 
 If Mr. Tribolet is terminated for “good reason”, the
Company will pay Mr. Tribolet a separation payment equal to his base salary and
accrued and unused vacation earned through the effective date of his termination
and continuing for a period of six months after the termination date. In
addition, the Company shall grant Mr. Tribolet a fully-vested stock option to
purchase 500,000 shares of Common Stock. “Good reason” is defined in the
employment agreement as occurring if (i) the Board of Directors does not
authorize the issuance of the Third Option to Mr. Tribolet upon the one-year
anniversary of this agreement or (ii) the Board of Directors changes Mr.
Tribolet’s title from Chief Executive Officer without his written
permission.
 
 Investor Relations
Agreement
 On
January 14, 2008, the Company entered into a twelve-month investor relations
service agreement with an investor relations firm (“IRF”) whereby the IRF will
manage and communicate the Company’s profile within the investment
community.
 
 The
Company will pay the IRF an aggregate consideration of $84,000 payable in cash
and non-qualified options to purchase 32,500 shares of the Company’s common
stock, at an exercise price of $0.76 per share. The options vest at a rate of
6,500 shares per month from January 14, 2008 through May 14, 2008.
 
 Provided
that the Company is current in all of its obligations, the Company may terminate
the agreement by providing written notice and remitting a payment to the IRF of
an amount equal to the next two months’ compensation.
 
 The
Company recorded $32,646 of consulting expense in the accompanying statement of
operations for the three months ended March 31, 2008.  Such amount
includes $11,250 for the effect of recording the aggregate payments on a
straight-line basis over the term of the agreement during the three months ended
March 31, 2008.
  Unasserted
Claim
 An
investor has verbally asserted that the Company owes him an amount equal to
$60,000 associated with the Company’s November 2007 share exchange
transaction.  The Company disputes this verbal assertion and believes it is
without merit. While the Company believes that this assertion is unlikely to
result in any payments being made to the investor, the Company cannot predict
the outcome of this matter at this time.
 NOTE
9 – SIGNIFICANT CUSTOMERS AND VENDORS
 
 The
Company had revenues from one customer which comprised 11% of total revenues for
the three months ended March 31, 2008 and revenues from another customer which
comprised 12% of total revenues for the three months ended March 31,
2007.
 
 The
Company had one customer which comprised 15% of accounts receivable at March 31,
2008 and four vendors which comprised 23%, 17%, 12% and 12%, respectively, of
accounts payable at March 31, 2008. The Company had two





- 13
-
 
 customers
who comprised 17% and 11%, respectively, of accounts receivable at December 31,
2007 and two vendors which comprised 12% and 11%, respectively, of accounts
payable at December 31, 2007.


NOTE
10 – SHARE-BASED PAYMENTS
 
 A summary
of employee and non-employee stock based compensation expense is as
follows:
 
 Three
      Months Ended
                March
      31,2008
              
              
              2007Employee
              
              $
              131,649
              
              
              $
              621,398Non-employee
              
              
              18,364
              
              
              
              309,000Total
              
              $
              150,013
              
              
              $
              930,398
  Non-Employees
 On
January 14, 2008, the Company granted options to purchase 32,500 shares of the
Company’s common stock with an exercise price of $0.76 per share to the
IRF described in Note 8. The fair value of the underlying common stock at
the date of grant was $0.76 per share based upon the Company’s share price on
the date of grant. The options vest over a period of five months. Assumptions
relating to the estimated fair value of these stock options on their date of
grant, which the Company estimated using the Black-Scholes option-pricing model,
are as follows: risk-free interest rate of 3.81%; expected dividend yield of
zero percent; option life of ten years; and current volatility of
86.68%.  The aggregate grant date fair value of the award amounted to
$21,233.  The Company recorded $15,146 of consulting expense during
the three months ended March 31, 2008 with respect to this award.
 
 The
Company accounts for its issuances of stock-based compensation to non-employees
for services using the measurement date guidelines enumerated in SFAS 123R and
EITF 96-18. Accordingly, the non-vested portion of awards that are subject to
the future performance of the counterparty are adjusted at each reporting date
to their fair values based upon the then current market value of the Company’s
stock and other assumptions that management believes are reasonable. The Company
believes that the fair value of the stock options issued to non-employees is
more reliably measurable than the fair value of the services
rendered.
 
 The term
of the stock options represents the contractual period of the stock options. The
expected stock price volatility for the Company’s stock options was determined
by examining the historical volatilities for industry peers and using an average
of the historical volatilities of the Company’s industry peers as the Company
has only a limited trading history for its common stock. The Company will
continue to analyze the historical stock price volatility as more historical
data for the Company’s common stock becomes available. The risk-free interest
rate assumption is based on the U.S. Treasury instruments whose term was
consistent with the expected term of the Company’s stock options. The expected
dividend assumption is based on the Company’s history and expectation of
dividend payouts.
 
 A summary
of non-employee stock option activity, for the three months ended March 31, 2008
is as follows:
 
 Number
      of
                Options
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Weighted
                Average
                Remaining
                Contractual
                Term
              
              
              Aggregate
                Intrinsic
                ValueBalance
      at January 1, 2008
              
              
              3,295,441
              
              
              $
              0.23Granted
              
              
              32,500
              
              
              
              0.76Balance
      at March 31, 2008
              
              
              3,327,941
              
              
              $
              0.23
              
              
              
              8.24
              
              
              $
              1,688,408Exercisable
      at March 31, 2008
              
              
              3,272,205
              
              
              $
              0.23
              
              
              
              8.19
              
              
              $
              1,669,840
 
 The
aggregate intrinsic value is calculated as the difference between the exercise
price of the underlying stock options and the fair value of the Company’s common
stock ($0.74) as of March 31, 2008 for stock options that are in-the-money as of
March 31, 2008.
 
 - 14
-
 The
Company issues new shares of common stock upon exercise of stock
options.
 
 Total
compensation expense recognized for the three months ended March 31, 2008 and
2007 amounted to $18,364 and $309,000, respectively.  The stock-based
compensation expense will fluctuate as the fair market value of the common stock
fluctuates. The weighted-average grant date fair value of options granted during
the three months ended March 31, 2008 amounted to $0.65. There were no options
granted during the three months ended March 31, 2007.  Total
unamortized compensation expense related to unvested stock options at March 31,
2008 amounted to $10,379 and is expected to be recognized over a weighted
average period of 1.15 years.
 
 Employees
 On
February 19, 2008, the Company granted options to purchase 277,500 shares of its
common stock at an exercise price of $0.60 per share to multiple employees. The
fair value of the underlying common stock at the date of grant was $0.60 per
share based upon the Company’s share price on the date of grant. The options
have a ten year contractual term and vest over a period of six months to four
years. Assumptions relating to the estimated fair value of these stock options
on their date of grant, which the Company estimated using the Black-Scholes
option-pricing model, are as follows: risk-free interest rate of 3.89%; expected
dividend yield of zero percent; expected option life of six years; and current
volatility of 86.17%. The aggregate grant date fair value of the award amounted
to $123,440.  The Company recorded $7,252 of compensation expense
during the three months ended March 31, 2008 with respect to these
awards.
 
 On March
17, 2008, the Company granted options to purchase 1,675,000 shares of its common
stock at an exercise price of $0.60 per share to its Chief Executive Officer.
The fair value of the underlying common stock at the date of grant was $0.60 per
share based upon the Company’s share price on the date of grant. The options
have a ten year contractual term and vest over a period of three months to three
years. Assumptions relating to the estimated fair value of these stock options
on their date of grant, which the Company estimated using the Black-Scholes
option-pricing model, are as follows: risk-free interest rate of 3.34%; expected
dividend yield of zero percent; expected option life of six years; and current
volatility of 85.68%. The aggregate grant date fair value of the award amounted
to $738,096.  The Company did not record any compensation expense
during the three months ended March 31, 2008 with respect to this
award.
 
 During
the three months ended March 31, 2008, 115,307 options were forfeited due to
employee terminations.
 
 The
Company accounts for stock-based compensation in accordance with the provisions
of SFAS 123R. SFAS 123R requires companies to estimate the fair value of
share-based payment awards on the date of grant.  The value of stock
options granted to employees and directors is estimated using an option-pricing
model.  The value of the portion of the award that is ultimately
expected to vest is recognized as expense over the requisite service
periods.  The Company has selected the Black-Scholes option pricing
model as its method of valuing share-based payments under SFAS
123R.
 
 The
Company recognizes compensation expense for stock option awards on a
straight-line basis over the requisite service period of the
award.  As stock-based compensation expense recognized in the three
months ended March 31, 2008 and 2007 is based upon awards ultimately expected to
vest, it has been reduced for estimated forfeitures.  SFAS 123R
requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates.
 
 A
substantial majority of the stock options still subject to vesting as of March
31, 2008 have been granted to certain officers and key employees that are
expected to fully vest. The remaining stock options granted to employees are
expected to vest at approximately 90%. However, the compensation expense with
respect to these options is insignificant to the Company’s consolidated
financial statements.
 
 The
expected term of stock options represents the average period the stock options
are expected to remain outstanding and is based on the expected term calculated
using the approach prescribed by SAB 107 for “plain vanilla” options. The
Company used this approach as it did not have sufficient historical information
to develop reasonable expectations about future exercise patterns and
post-vesting employment termination behavior. The expected stock price
volatility for the Company’s stock options for the three months ended March 31,
2008 and 2007 was determined by examining the historical volatilities for
industry peers for periods that meet or exceed the expected term of the options,
using an average of the historical volatilities of the Company’s industry peers
as the Company did not have any trading history for the Company’s common stock.
The Company will continue to analyze the historical stock price volatility and
expected term assumption as more historical data for the Company’s common stock
becomes available. The risk-free interest rate assumption is based on the U.S.
Treasury instruments whose term was consistent with the expected term of the
Company’s stock options. The expected dividend assumption is based on the
Company’s history and expectation of dividend payouts.
 
 - 15
-
 A summary
of employee stock option activity for the three months ended March 31, 2008 is
as follows:
 
 Number
      of
                Options
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Weighted
                Average
                Contractual
                Term
              
              
              Aggregate
                Intrinsic
                ValueBalance
      at January 1, 2008
              
              
              5,058,161
              
              
              $
              0.37Granted
              
              
              1,952,500
              
              
              
              0.60Forfeited
              
              
              (115,307
              )
              
              
              0.76Balance
      at March 31, 2008
              
              
              6,895,354
              
              
              $
              0.43
              
              
              
              9.19
              
              
              $
              2,252,414Exercisable
      at March 31, 2008
              
              
              1,938,774
              
              
              $
              0.23
              
              
              
              8.07
              
              
              $
              993,324
 
 The
aggregate intrinsic value is calculated as the difference between the exercise
price of the underlying stock options and the fair value of the Company’s common
stock at the time ($0.74) as of March 31, 2008 for stock options that are
in-the-money as of March 31, 2008.
 
 The
weighted-average grant date fair value of options granted during the three
months ended March 31, 2008 amounted to $0.44. There were no options granted
during the three months ended March 31, 2007. Compensation expense recognized
during the three months ended March 31, 2007 represents the amortization of
awards granted during the year ended December 31, 2006. The weighted-average
contractual term gives effect to employee terminations which, under the
provisions of the Plan reduces the remaining life of such options to a period of
180 days following the respective dates of such terminations. Total compensation
cost recognized for stock options granted to employees for the three months
ended March 31, 2008 and 2007 amounted to $131,649 and $621,398, respectively.
Total unamortized compensation expense related to unvested stock options at
March 31, 2008 amounted to $1,323,365 and is expected to be recognized over a
weighted average period of 1.48 years.
 
 The
Company did not capitalize the cost associated with stock-based compensation
awards, nor have employees exercised any options during the three months ended
March 31, 2008 and 2007.
 
 NOTE
11 – INCOME TAXES
 
 The
Company adopted FIN 48 effective January 1, 2008. FIN 48 requires companies to
recognize in their financial statements, the impact of a tax position, if that
position is more likely than not of being sustained on audit, based on the
technical merits of the position. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, and disclosure. The Company’s policy is to
classify penalties and interest associated with uncertain tax positions, if
required as a component of its income tax provision. Other than described below,
management does not believe that the Company has any material uncertain tax
position requiring recognition or measurement in accordance with the provisions
of FIN 48. As of March 31, 2008, the Company had not recorded any tax penalties
or interest in its condensed consolidated financial statements. All tax years
since the Company’s inception remain subject to future examination by the major
tax jurisdictions in which it is subject to tax.
 
 As of
December 31, 2007, the Company had net operating loss carryforwards of
approximately $11,000,000 for tax purposes that will expire beginning 2025. The
utilization of NOL carryforwards are subject to annual limitations when
ownership changes occur as defined in general in Section 382 of the Internal
Revenue Code of 1986, as well as similar state and foreign provisions. These
types of ownership changes could limit the amount of NOL carryforwards that can
be utilized annually to offset future taxable income and tax, respectively. In
general, an ownership change, as defined by Section 382, results from
transactions increasing the ownership of certain shareholders or public groups
in the stock of a corporation by more than fifty percentage points over a
three-year period. This annual limitation is determined by first multiplying the
value of the Company’s stock at the time of the ownership change by the
applicable long-term tax-exempt rate, and could then be subject to additional
adjustments, as required. Any limitation may result in expiration of a portion
of the NOL carryforwards before utilization. Since its formation, the Company
has raised capital through a series of issuances of convertible debt, preferred
stock and capital stock. The Company has initiated a study to assess whether a
change in control has occurred or whether there have been multiple changes of
control since the Company’s formation. If the Company has experienced a change
of control at any time since its formation, utilization of NOL carryforwards
would be subject to an annual limitation under Section 382. Until the study is
completed and any limitation known, no amounts are being presented as an
uncertain tax position and all deferred tax assets have been
reserved.
  - 16
-
 NOTE
12 – FAIR VALUE MEASUREMENTS
 
 As
discussed in Note 3, the Company adopted SFAS No. 157, “Fair Value
Measurements,” (as impacted by FSP Nos. 157-1 and 157-2) effective January 1,
2008, with respect to fair value measurements of (a) nonfinancial assets and
liabilities that are recognized or disclosed at fair value in the Company's
financial statements on a recurring basis (at least annually) and (b) all
financial assets and liabilities.
 
 Under
SFAS No. 157, fair value is defined as the exit price, or the amount that would
be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants as of the measurement date. SFAS No. 157
also establishes a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs market participants would use in valuing the asset
or liability developed based on market data obtained from sources independent of
the Company. Unobservable inputs are inputs that reflect the Company's
assumptions about the factors market participants would use in valuing the asset
or liability developed based upon the best information available in the
circumstances. The hierarchy is broken down into three levels. Level 1 inputs
are quoted prices (unadjusted) in active markets for identical assets or
liabilities. Level 2 inputs include quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or
liabilities in markets that are not active, and inputs (other than quoted
prices) that are observable for the asset or liability, either directly or
indirectly. Level 3 inputs are unobservable inputs for the asset or
liability.
 
 Categorization
within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement.
 
 Assets and Liabilities that
are Measured at Fair Value on a Recurring Basis
 
 Effective
January 1, 2008, the Company did not have any financial assets or liabilities,
therefore the application of SFAS 157 at this time will have no effect upon the
condensed consolidated financial statements.


Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





Results
of Operations





The
following table sets forth items of operating results for the three months ended
March 31, 2008 and 2007:





THREE
      MONTHS ENDED MARCH 31,2008
            
            
            2007NET
      SALES
            
            $
            291,858
            
            
            $
            342,507Gross
      Profit
            
            
            98,994
            
            
            
            156,384Salaries
      and Benefits (including stock-based compensation expense of $131,649 and
      $621,398 for the three months ended March 31, 2008 and 2007,
      respectively)
            
            
            669,059
            
            
            
            1,446,203Selling;
      General and Administrative (including stock-based compensation expense of
      $18,364 and $309,000 for the three months ended March 31, 2008 and 2007,
      respectively)
            
            
            801,136
            
            
            
            811,251Loss
      from Operations
            
            
            (1,371,201
            )
            
            
            (2,101,070
            )Other
      (Expense) Income
            
            
            (8,684
            )
            
            
            476Loss
      before provision for income taxes
            
            
            (1,362,517
            )
            
            
            (2,100,594
            )Provision
      for income taxes
            
            
            —
            
            
            
            —NET
      LOSS
            
            $
            (1,362,517
            )
            
            $
            (2,100,594
            )Net
      loss per share: basic and diluted
            
            $
            (0.05
            )
            
            $
            (0.46
            )Weighted
      average number of shares outstanding – basic and diluted
            
            
            24,842,040
            
            
            
            4,541,633





- 17
-


Three
Months Ended March 31, 2008 Compared to the Three Months Ended March 31,
2007





Net
Sales.





Three
      Months Ended
              March
      31,2008
            
            
            2007Shipping
      services
            
            $
            125,922
            
            
            $
            140,374Installation
            
            
            93,549
            
            
            
            122,278Maintenance
            
            
            69,325
            
            
            
            73,997Supplies
            
            
            2,284
            
            
            
            5,140Other
            
            
            778
            
            
            
            718Total
            
            $
            291,858
            
            
            $
            342,507




Net sales
for the three months ended March 31, 2008 decreased to $291,858 from $342,507
for the three months ended March 31, 2007, a decrease of $50,649, or 15%,
primarily due to fewer high dollar value installation contracts performed by
Taylor Systems Engineering Corp. as compared to the same period in the prior
year as well as slightly lower shipping services by the Company.
 
 Gross
Profit. Gross profit for the three months ended March 31, 2008 decreased
to $98,994 from $156,384 for the three months ended March 31, 2007, a decrease
of $57,390, or 37%. Our gross profit percentage decreased to 34% for the three
months ended March 31, 2008 from 46% for the three months ended March 31, 2007.
The change in our gross profit is primarily due to lower-margin revenues
generated by our shipping services. Our cost of sales is mainly a function of
the pricing to ship packages and varies depending on service levels. Each
carrier can exhibit significant cost differentials as each carrier typically has
a specific niche service in which it is more competitive. Depending on the
specific size, weight, delivery region and desired service, any shipping carrier
might have the best price. As such, the weighted mix of our cost of sales and
the mark-up related to these cost components may vary significantly from service
to service based on the type and scope of the service being
provided.
  Salaries and
Benefits. Salaries and benefits decreased from $1,446,203 for the three
months ended March 31, 2007 to $669,059 for the three months ended March 31,
2008, a decrease of $777,144 or 54%, primarily due to a decrease in stock-based
compensation expense attributable to employee stock options and the
capitalization of approximately $167,000 of salaries related to work performed
on our new subscription based website. Employee stock-based compensation expense
decreased to $131,649 for the three months ended March 31, 2008 from $621,398
for the three months ended March 31, 2007, a decrease of $489,749, or 79%. The
decrease is primarily due to the change in the fair market value of the shares
of our common stock underlying the stock options granted, despite having
more options outstanding during the three months ended March 31, 2008 over which
we recognized compensation expense compared to March 31, 2007.
 
 Selling, General
and Administrative. Selling, general and administrative expenses for the
three months ended March 31, 2008 decreased to $801,136 from $811,251 for the
three months ended March 31, 2007, a decrease of $10,115, or 1%, primarily due
to decreases in stock-based compensation expense to non-employees and technology
expenses. Offsetting such decreases were higher marketing and professional
fees.
 
 Stock-based
compensation expense attributable to non-employee stock options decreased by
$291,000, or 94%, to $18,364 for the three months ended March 31, 2008 from
$309,000 for the three months ended March 31, 2007. The decrease is primarily
due to the change in the fair market value of the shares of our common stock
underlying the stock options granted, as well as the lower number of options
outstanding during the three months ended March 31, 2008 over which we
recognized compensation expense compared to March 31, 2007.
 
 - 18
-
 Technology
expenses decreased due to the capitalization of certain expenses directly
related to the enhancement and modification of our existing website in order to
support our new subscription-based platform, expected to be launched during the
second quarter of 2008.
 
 Marketing
expenses increased in connection with our current and anticipated increase in
the level of operations to service our business due to the anticipated launch of
the new subscription model during the second quarter of 2008.
 
 Professional
fees increased by approximately $309,000 for the three months ended March 31,
2008 compared to the three months ended March 31, 2007. The increase was
primarily attributable to financial, legal and accounting expenses associated
with the transactions related to the Merger Agreement and related audits and
reviews.
 
 Loss from
Operations. As a result of the above-noted changes, loss from operations
for the three months ended March 31, 2008 decreased to $1,371,201 from
$2,101,070 for the three months ended March 31, 2007, a decrease of $729,869, or
35%.
  Other (Expense)
Income. Other expense for the three months ended March 31, 2008 amounted
to $8,684 compared to other income of $476 for the three months ended March 31,
2007.
  Net Loss.
As a result of the above, net loss for the three months ended March 31, 2008
decreased to $1,362,517, or $0.05 per share, from $2,100,594, or $0.46 per
share, for the three months ended March 31, 2007, a decrease of $738,077, or
35%.
 
 Liquidity
and Capital Resources
 
 We
incurred a net loss of $1,362,517 for the three months ended March 31, 2008,
which includes an aggregate of $268,704 of non-cash charges. Non-cash charges
principally include $150,013 of stock-based compensation expense and $95,658 of
depreciation and amortization. At March 31, 2008, we had cash and cash
equivalents of $2,046,844, working capital of $1,454,957 and an accumulated
deficit of $21,010,944.
 
 During
the year ended December 31, 2007, we received $500,000 of proceeds from a
convertible note offering, $1,750,000 of proceeds from issuances of bridge
notes, $298,000 from issuances of notes and $596,379 from the sale of shares of
Series B(1) Preferred Stock.
 
 On
November 13, 2007, we completed a private placement transaction pursuant to
which we issued 7,058,824 shares of common stock and five-year warrants to
purchase 1,764,706 shares of common stock for aggregate proceeds of $6,000,000
(net proceeds of $5,167,663 after the payment of transaction expenses). Future
cash flow and working capital is highly dependent on our ability to acquire
customers once our enhanced subscription-based software is introduced, expected
in the second quarter of 2008.
 
 The
realization of our business plan is dependent upon our ability to raise
additional short-term capital and generate revenue and operating cash flow. We
are currently designing and intend to launch the subscription version of the
RedRoller System during the second quarter of 2008. Our subscription model
version will be introduced to users for a monthly subscription fee, which will
give customers unlimited access to the RedRoller System and automatically use
each business’s contract rates with each carrier.
 
 Although
management believes our current level of working capital, as well as the funds
we expect to generate from operations, will enable us to sustain the business
for the near term, we will need to secure additional funding in order to meet
our cash flow needs. There can be no assurance that funding will be available to
us at the time it is needed or in the amount necessary to satisfy our needs or,
if funds are made available, that they will be available on terms that are
favorable to us. If we are unable to secure financing when needed, our business
may be materially and adversely affected, and we may be required to curtail our
operations, suspend the pursuit of our business plan, reduce our workforce
and/or cut overhead expenses. We cannot provide any assurance that we will raise
additional capital through an alternative funding source. We have not
secured any commitments for new financing at this time, nor can we provide any
assurance that new financing will be available to us on acceptable terms, if at
all. These matters raise substantial doubt about our ability to continue as a
going concern. Our consolidated financial statements do not include any
adjustments that may be necessary in the event that we are unable to continue as
a going concern.
 
 Net cash
flows used in operating activities for the three months ended March 31, 2008
were $1,080,041. For the three months ended March 31, 2008, our net loss
amounted to $1,362,517, which mainly included non-cash adjustments due to
stock-based compensation expense of $150,013 and depreciation and amortization
of $95,658. Changes in assets and liabilities utilized $13,772 in
cash.
 
 - 19
-
 Net cash
flows used in investing activities for the three months ended March 31, 2008
were $362,231. We invested $349,690 in the capitalization of web site costs and
$12,541 in the purchase of property and equipment.
 
 Summary
of Critical Accounting Policies
 
 The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to exercise its judgment. We exercise considerable judgment
with respect to establishing sound accounting polices and in making estimates
and assumptions that affect the reported amounts of our assets and liabilities,
our recognition of revenues and expenses, and disclosure of commitments and
contingencies at the date of the financial statements.
 
 On an
ongoing basis, we evaluate our estimates and judgments. Areas in which we
exercise significant judgment include, but are not necessarily limited to, our
valuation of accounts receivable, recoverability of long-lived assets, income
taxes, equity transactions (compensatory and financing) and contingencies. We
have also adopted certain polices with respect to our recognition of revenue
that we believe are consistent with the guidance provided under SEC Staff
Accounting Bulletin No. 104.
  We base
our estimates and judgments on a variety of factors including our historical
experience, knowledge of our business and industry, current and expected
economic conditions, the attributes of our services and products, the regulatory
environment, and in certain cases, the results of outside appraisals. We
periodically re-evaluate our estimates and assumptions with respect to these
judgments and modify our approach when circumstances indicate that modifications
are necessary.
  While we
believe that the factors we evaluate provide us with a meaningful basis for
establishing and applying sound accounting policies, we cannot guarantee that
the results will always be accurate. Since the determination of these estimates
requires the exercise of judgment, actual results could differ from such
estimates.
 
 Please
refer to our 2007 Annual Report on Form 10-K, as amended, for a discussion of
our critical accounting policies. During the three months ended March 31, 2008,
there were no material changes to these policies.
 
 Formulating
estimates in any of the above areas requires us to exercise significant
judgment. It is at least reasonably possible that the estimates of the effect on
the financial statements of a condition, situation, or set of circumstances that
existed at the date of the financial statements that we considered in
formulating our estimates could change in the near term due to one or more
future confirming events. Accordingly, the actual results regarding estimates of
any of the above items as they are presented in the financial statements could
differ materially from our estimates.
 
 Recently
Issued Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
157”).  SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosure of fair value
measurements.  SFAS 157 applies under other accounting pronouncements
that require or permit fair value measurements and accordingly does not require
any new fair value measurements.  SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15,
2007.  The adoption of SFAS 157 is not expected to have a material
effect on our consolidated financial position, results of operations or cash
flows.
 
 On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  The
guidance in SFAS 159 “allows” reporting entities to “choose” to measure many
financial instruments and certain other items at fair value.  The
objective underlying the development of this literature is to improve financial
reporting by providing reporting entities with the opportunity to reduce
volatility in reported earnings that results from measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions using the guidance in SFAS 133, as amended. The provisions of SFAS
159 are applicable to all reporting entities and are effective as of the
beginning of the first fiscal year that begins subsequent to November 15,
2007.  The adoption of SFAS 159 is not expected to have a material
effect on our consolidated financial position, results of operations or cash
flows.
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
141R”). SFAS 141R replaces SFAS No. 141, “Business Combinations” (“SFAS 141”).
SFAS 141R retains the fundamental requirements in SFAS 141 that
  - 20
-
 the
acquisition method of accounting be used for all business combinations and for
an acquirer to be identified for each business combination. SFAS 141R defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. SFAS 141R retains guidance of SFAS 141 for
identifying and recognizing intangible assets separately from goodwill. SFAS
141R requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. SFAS 141R also requires the acquirer in a business
combination achieved in stages to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values. SFAS 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. Earlier
adoption is prohibited. We do not expect the adoption of this pronouncement to
have a material impact on our financial position or results of
operation.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). SFAS 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. SFAS 160 shall be
applied prospectively as of the beginning of the fiscal year in which this
Statement is initially applied, except for the presentation and disclosure
requirements. The presentation and disclosure requirements shall be applied
retrospectively for all periods presented. We are currently assessing the impact
of SFAS 160 on our financial position and results of operation.
 
 In
December 2007, the SEC staff issued SAB No. 110 (“SAB 110”), “Share-Based
Payment,” which amends SAB 107, “Share-Based Payment,” to permit public
companies, under certain circumstances, to use the simplified method in SAB 107
for employee option grants after December 31, 2007. Use of the simplified method
after December 2007 is permitted only for companies whose historical data about
their employees’ exercise behavior does not provide a reasonable basis for
estimating the expected term of the options. The adoption of this pronouncement
is not expected to have a material effect on our consolidated financial
statements.
 
 In
February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective
Date of FASB Statement No. 157,” which deferred the effective date of SFAS No.
157 for all nonrecurring fair value measurements of non-financial assets and
non-financial liabilities until fiscal years beginning after November 15,
2008.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”).
SFAS 161 gives financial statement users better information about the reporting
entity’s hedges by requiring qualitative disclosures about the objectives and
strategies for using derivatives, quantitative data about the fair value of and
gains and losses on derivative contracts, and details of credit-risk-related
contingent features in their hedged positions. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. We are currently assessing the impact of SFAS 161 on our
financial position and results of operation.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on our consolidated financial statements
upon adoption.
 
 Item 4.
              Controls
      and Procedures
  Evaluation
of Disclosure Controls and Procedures
  We have carried out an evaluation,
under the supervision and with the participation of our Chief Executive Officer
and Principal Financial Officer, of the effectiveness of our “disclosure
controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934 as amended) as of December 31, 2007. Based
on this evaluation, our Chief Executive Officer and our Principal Financial
Officer have concluded that, as of the date of the evaluation, our disclosure
controls and procedures were not effective to ensure that the information
required to be disclosed in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.
 
 Disclosure controls and procedures are
controls and other procedures that are designed with the objective of ensuring
that information required to be disclosed in our reports filed under the
Exchange Act, such as this Quarterly Report, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures are also designed with the objective of
ensuring that such information is accumulated and
  - 21
-
 communicated
to our management, including our Chief Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. Internal controls are procedures which are designed with the
objective of providing reasonable assurance that our transactions are properly
authorized, recorded and reported and our assets are safeguarded against
unauthorized or improper use, to permit the preparation of our financial
statements in conformity with generally accepted accounting
principles.
 
 The weaknesses that we identified
related to the fact that that there was a lack of segregation of duties at the
Company due to the small number of employees dealing with general,
administrative and financial matters, our overall financial reporting structure
and current staffing levels were not sufficient to support our financial
reporting requirements, and we lacked the internal expertise required to apply
complex accounting principles relating to specialized accounting
issues.
 
 To mitigate these risks, the Chairman
of our Board of Directors, along with our Chief Executive Officer, President,
and Executive Vice President, were assigned to perform duties related to our
financial reporting obligations, specifically in relation to reviewing and
approving all material contracts, transactions and complex accounting issues.
These individuals are also responsible for reviewing and approving periodic
financials and the information required to be disclosed by the Company in all
reports we have and will file under the Exchange Act. Furthermore, during the
third quarter of 2007, under the direction of our Board of Directors and our
Chief Executive Officer, we engaged the services of a consulting firm to address
the need to support the complexity of our financial reporting requirements and
application of complex accounting principles.
 
 Although the improvements we have made
in our financial reporting processes have enabled us to (a) record, process and
summarize transactions within the timeframes required to timely file our reports
under the SEC's rules, and (b) better plan transactions that involve the
application of complex accounting principles, additional time is still required
to test and document our internal and disclosure control processes to ensure
their operating effectiveness.
 
 We believe that the changes we have
made in our financial reporting procedures have enabled us to substantially
reduce previous financial reporting risks that existed as a result of our
limited resources. We are continuing to evaluate our risks and resources. We
intend to make additional changes in our financial reporting systems and
procedures wherever necessary and appropriate to ensure their effectiveness and
will make appropriate disclosures regarding any observations and changes as
required in future periods.
 
 Our management, including our Chief
Executive Officer and Principal Financial Officer, do not expect that our
disclosure controls or our internal controls over financial reporting will
prevent or detect all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. 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. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks.
  Attestation
Report of the Registered Public Accounting Firm/Management’s Report on Internal
Control Over Financial Reporting
  This Quarterly Report does not include
a report of management's assessment regarding internal controls over financial
reporting or an attestation report of the Company's independent registered
public accounting firm with respect to our internal controls due to a transition
period established by rules of the SEC for newly public companies. The Company
completed a merger with RedRoller, Inc., a privately-held company, on November
13, 2007 in a transaction accounted for as a reverse merger with RedRoller, Inc.
deemed to be the company’s “acquirer” for accounting and financial reporting
purposes. For the purposes of applying the requirements of Item 308 of
Regulation S-K, RedRoller, Inc. as the Company’s “acquirer,” will provide these
reports beginning with the year ending December 31, 2008.


- 22
-


Part
II—Other Information




Item 1.
            Legal
      Proceedings




We are
not a party to any material legal proceedings. From time to time, however, we
may be subject to legal proceedings and claims in the ordinary course of
business, including claims of alleged infringement of intellectual property
rights, and a variety of claims arising in connection with our
services.




Item 2.
            Unregistered
      Sales Of Equity Securities and Use Of
Proceeds




During
the first quarter of 2008, the Company issued stock options to certain employees
to purchase an aggregate of 1,985,000 shares of the Company’s common stock under
the Company’s 2007 Stock Option and Stock Incentive Plan, with a weighted
average exercise price of $0.60 per share. The issuance of such stock options
was not registered under the Securities Act of 1933, as amended (the “Act”). No
underwriters were involved in these stock option grants. The issuance of stock
options was made in reliance upon an exemption from the registration provisions
of the Act set forth in Section 4(2) and Rule 506 of Regulation D thereof
relative to the sale by an issuer not involving a public offering or the rules
and regulations thereunder.




Item 6.                      Exhibits




Exhibits:




31.1
            Certification
      of CEO pursuant to Rule 13a-14(a)/15d-14(a).31.2
            Certification
      of CFO pursuant to Rule 13a-14(a)/15d-14(a).32.1
            Certification
      of CEO pursuant to Section 1350.32.2
            Certification
      of CFO pursuant to Section 1350.







- 23
-


SIGNATURE




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




REDROLLER
      HOLDINGS, INC.By:
              /s/ C.
      Andrew
      BrooksC.
      Andrew BrooksExecutive
      Vice President, Treasurer and Assistant Secretary(Principal
      Financial and Accounting Officer)




May 15,
2008







































- 24
-