U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q
 
 (Mark
One)
 x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
      For the
      quarterly period ended: September 30,
2008
  o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT: For the transition
      period from
________________to_________________
  DRIVER
PASSPORT INC.
 (Name of
small business issuer in its charter)
 
 North
      Dakota
              20-3955577(State
      or other jurisdiction
              (I.R.S.
      employerof
      incorporation or organization)
              identification
      number)
 
 1168 12th
Street N.E Grand Forks, ND 58201
 (Address
of principal executive offices and zip code)
  800-743-1824
 Issuer's
telephone number:
  SEC
File Number: 333-135188
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  x
Yes  o
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.
  Large
      accelerated filer
                o
                
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                (Do
      not check if a smaller reporting company)
                Smaller
      reporting company
                x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). oYes   xNo
  APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 29,897,000shares of common stock outstanding as of September 30,
2008.
  
  PART
I-FINANCIAL INFORMATION
  Item 1. Financial
Statements
  DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 SEPTEMBER
30, 2008 (UNAUDITED)
 AND
DECEMBER 31, 2007 (AUDITED)
  SEPTEMBER
      30,

                  2008
                
                
                DECEMBER
      31,

                  2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                -
                
                
                $
                -Total
      Current Assets
                
                
                -
                
                
                
                -Fixed
      assets, net of depreciation
                
                
                3,837
                
                
                
                5,481TOTAL
      ASSETS
                
                $
                3,837
                
                
                $
                5,481LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)LIABILITIESCurrent
      Liabilities:Current
      portion of notes payable
                
                $
                311,976
                
                
                $
                273,894Accounts
      payable and accrued expenses
                
                
                7,562
                
                
                
                12,500Liability
      for stock to be issued
                
                
                -
                
                
                
                4,000Total
      Current Liabilities
                
                
                319,538
                
                
                
                290,394Total
      Liabilities
                
                
                319,538
                
                
                
                290,394STOCKHOLDERS'
      (DEFICIT)Preferred
      stock, $.001 Par Value; 10,000,000 shares authorizedand
      0 shares issued and outstanding
                
                
                -
                
                
                
                -Common
      stock, $.001 Par Value; 40,000,000 shares authorized,29,897,000
      and 29,847,000 shares issued and outstanding, respectively
                
                
                29,897
                
                
                
                29,847Additional
      paid-in capital
                
                
                182,886
                
                
                
                178,936Deficits
      accumulated during the development stage
                
                
                (528,484
                )
                
                
                (493,696
                )Total
      Stockholders' (Deficit)
                
                
                (315,701
                )
                
                
                (284,913
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                
                $
                3,837
                
                
                $
                5,481
  The accompanying notes are
an integral part of these financial statements.
  1
  DRIVER
PASSPORT INC. (A
DEVELOPMENT STAGE COMPANY) STATEMENTS
OF OPERATIONS (UNAUDITED) FOR
THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 WITH
CUMULATIVE TOTALS SINCE OCTOBER 12, 2004 (INCEPTION)
 CUMULATIVETOTALS
      SINCENINE
      MONTHS ENDED
                  
                  
                  THREE
      MONTHS ENDED
                  
                  
                  INCEPTIONSEPTEMBER
      30,
                  
                  
                  SEPTEMBER
      30,
                  
                  
                  OCTOBER
      12,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2004OPERATING
      REVENUESRevenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -OPERATING
      EXPENSESGeneral
      and administrative expenses
                  
                  
                  22,037
                  
                  
                  
                  66,405
                  
                  
                  
                  8,989
                  
                  
                  
                  6,840
                  
                  
                  
                  575,029Depreciation,
      amortization and impairment
                  
                  
                  1,644
                  
                  
                  
                  12,526
                  
                  
                  
                  548
                  
                  
                  
                  10,433
                  
                  
                  
                  18,444Total
      Operating Expenses
                  
                  
                  23,681
                  
                  
                  
                  78,931
                  
                  
                  
                  9,537
                  
                  
                  
                  17,273
                  
                  
                  
                  593,473LOSS
      BEFORE OTHER INCOME (EXPENSE)
                  
                  
                  (23,681
                  )
                  
                  
                  (78,931
                  )
                  
                  
                  (9,537
                  )
                  
                  
                  (17,273
                  )
                  
                  
                  (593,473
                  )OTHER
      INCOME (EXPENSE)Interest
      expense, net
                  
                  
                  (11,107
                  )
                  
                  
                  (13,581
                  )
                  
                  
                  (3,496
                  )
                  
                  
                  (5,084
                  )
                  
                  
                  (39,692
                  )Total
      Other Income (Expense)
                  
                  
                  (11,107
                  )
                  
                  
                  (13,581
                  )
                  
                  
                  (3,496
                  )
                  
                  
                  (5,084
                  )
                  
                  
                  (39,692
                  )NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (34,788
                  )
                  
                  
                  (92,512
                  )
                  
                  
                  (13,033
                  )
                  
                  
                  (22,357
                  )
                  
                  
                  (633,165
                  )Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      LOSS APPLICABLE TO COMMON SHARES
                  
                  $
                  (34,788
                  )
                  
                  $
                  (92,512
                  )
                  
                  $
                  (13,033
                  )
                  
                  $
                  (22,357
                  )
                  
                  $
                  (633,165
                  )NET
      LOSS PER BASIC AND DILUTED SHARES
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.02
                  )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
                  
                  
                  29,877,292
                  
                  
                  
                  29,495,901
                  
                  
                  
                  29,897,000
                  
                  
                  
                  29,847,000
                  
                  
                  
                  28,672,625
  The accompanying notes are
an integral part of these financial statements.
  2
 DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY) STATEMENTS
OF CHANGES IN STOCKHOLDERS' (DEFICIT) (UNAUDITED) FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
 AND
NINE MONTHS ENDED SEPTEMBER 30, 2008
 DeficitsAccumulatedAdditional
                  
                  
                  During
      thePreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Paid-in
                  
                  
                  DevelopmentShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  TotalBalance
      January 1, 2006
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (55,253
                  )
                  
                  $
                  (55,253
                  )Shares
      issued for acquisition
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,500,000
                  
                  
                  
                  25,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,500Shares
      issued for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,197,000
                  
                  
                  
                  1,197
                  
                  
                  
                  38,703
                  
                  
                  
                  -
                  
                  
                  
                  39,900Shares
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,020,000
                  
                  
                  
                  1,020
                  
                  
                  
                  32,980
                  
                  
                  
                  -
                  
                  
                  
                  34,000Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,500
                  
                  
                  
                  -
                  
                  
                  
                  1,500Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (320,809
                  )
                  
                  
                  (320,809
                  )Balance
      December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,717,000
                  
                  
                  
                  27,717
                  
                  
                  
                  73,183
                  
                  
                  
                  (376,062
                  )
                  
                  
                  (275,162
                  )Shares
      issued for liability(services
      recorded in 2006)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,130,000
                  
                  
                  
                  2,130
                  
                  
                  
                  104,370
                  
                  
                  
                  -
                  
                  
                  
                  106,500Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,383
                  
                  
                  
                  -
                  
                  
                  
                  1,383Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (117,634
                  )
                  
                  
                  (117,634
                  )Balance
      December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  29,847,000
                  
                  
                  
                  29,847
                  
                  
                  
                  178,936
                  
                  
                  
                  (493,696
                  )
                  
                  
                  (284,913
                  )Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Shares
      issued for liability(services
      recorded in 2007)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000
                  
                  
                  
                  50
                  
                  
                  
                  3,950
                  
                  
                  
                  -
                  
                  
                  
                  4,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (34,788
                  )
                  
                  
                  (34,788
                  )Balance
      September 30, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  29,897,000
                  
                  
                  $
                  29,897
                  
                  
                  $
                  182,886
                  
                  
                  $
                  (528,484
                  )
                  
                  $
                  (315,701
                  )
  The accompanying notes are
an integral part of these financial statements.
  3
 
 DRIVER
PASSPORT INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (UNAUDITED) FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 WITH
CUMULATIVE TOTALS SINCE OCTOBER 12, 2004 (INCEPTION)
 NINE
      MONTHS ENDEDSEPTEMBER
      30,
                  
                  
                  CUMULATIVE
                    INCEPTION
                    OCTOBER
      12,2008
                  
                  
                  2007
                  
                  
                  2004CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (34,788
                  )
                  
                  $
                  (92,512
                  )
                  
                  $
                  (633,165
                  )Adjustments
      to reconcile net loss to net cash(used
      in) operating activities:Depreciation,
      amortization and impairment
                  
                  
                  1,644
                  
                  
                  
                  12,526
                  
                  
                  
                  18,445Common
      stock issued or accrued for consulting services
                  
                  
                  -
                  
                  
                  
                  106,500
                  
                  
                  
                  144,500Changes
      in assets and liabilitiesIncrease
      (decrease) in accounts payable andand
      accrued expenses
                  
                  
                  (4,938
                  )
                  
                  
                  (111,500
                  )
                  
                  
                  7,562Total
      adjustments
                  
                  
                  (3,294
                  )
                  
                  
                  7,526
                  
                  
                  
                  170,507Net
      cash (used in) operating activities
                  
                  
                  (38,082
                  )
                  
                  
                  (84,986
                  )
                  
                  
                  (462,658
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisitions
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  (6,208
                  )
                  
                  
                  (7,282
                  )Software
      development costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (15,000
                  )Net
      cash (used in) investing activities
                  
                  
                  -
                  
                  
                  
                  (6,208
                  )
                  
                  
                  (22,282
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      proceeds (payments) of notes payable
                  
                  
                  38,082
                  
                  
                  
                  89,811
                  
                  
                  
                  311,976Shares
      issued for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  39,900Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  1,383
                  
                  
                  
                  2,883Member
      equity contributions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  130,181Net
      cash provided by financing activities
                  
                  
                  38,082
                  
                  
                  
                  91,194
                  
                  
                  
                  484,940NET
      INCREASE (DECREASE) INCASH
      AND CASH EQUIVALENTS
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -CASH
      PAID DURING THE YEAR FOR:Interest
      expense
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  The accompanying notes are
an integral part of these financial statements.
  4
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
1
-               ORGANIZATION AND BASIS OF
PRESENTATION
 
 The
unaudited financial statements included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”).  The financial statements and notes are presented
as permitted on Form 10-Q and do not contain information included in the
Company’s annual statements and notes.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading.  It is suggested that these
financial statements be read in conjunction with the December 31, 2007 10-KSB
and audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of the amounts
are in some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.
 
 These
unaudited financial statements reflect all adjustments, including normal
recurring adjustments which, in the opinion of management, are necessary to
present fairly the operations and cash flows for the periods
presented.
 
 Driver
Passport, Inc. (the “Company”), was incorporated on December 7, 2005 to be
effective, January 1, 2006 as a North Dakota corporation.
 
 On
January 1, 2006, the Company issued 25,500,000 shares of its common stock in
exchange for 100% of the membership interest of Driver Passport, LLC, a North
Dakota limited liability company formed on October 12, 2004.  On
January 2, 2006, Driver Passport, LLC was dissolved.
 
 The
Company is considered a development stage company and has presented financial
information since the inception of Driver Passport, LLC which was October 12,
2004.  The business combination that took place was a reverse merger
whereby the operating company, Driver Passport, LLC was acquired by a shell
company, the Company.  The Company has treated this as a purchase for
accounting purposes.
  5
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
1
-               ORGANIZATION AND BASIS OF
PRESENTATION (CONTINUED)
 
 The
Company is a real-time, internet, driver security program allowing shippers to
verify and validate the driver prior to loading cargo.  The Company
provides an online system with photo, driver license and transport equipment
verification that provides one more check for shippers prior to loading their
cargo.  The Company has recognized no revenue since
inception.  In July of 2007, the Company ceased marketing operations
under its current business plan and is considering other business
ventures.  The Company impaired the remaining $9,975 of software
development costs that remained at June 30, 2007 in the quarter ended September
30, 2007.
  Commencing
in the fourth quarter of 2007, the Company established an agreement with an
independent consultant that will attempt to attract new business for the
Company.  The Company agreed on December 18, 2007 to pay the
consultant 50,000 shares of stock for his efforts.  In the first
quarter of 2008, the agreement was terminated.  The shares were paid
to the consultant in the second quarter of 2008.  (See Note
9)
  NOTE
2
-               SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Development Stage
Company
 
 The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”.  The Company has devoted
substantially all of its efforts to business planning and
development.  Additionally, the Company has allocated a substantial
portion of their time and investment in bringing their services to the market
and the raising of capital.
 
 Use of
Estimates
  The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
  Start-up
Costs
  In
accordance with the American Institute of Certified Public Accountants Statement
of Position 98-5, “Reporting
on the Costs of Start-up Activities”, the Company expenses all costs
incurred in connection with the start-up and organization of the
Company.
  6
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
   NOTE
      2 -
                  SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Revenue
Recognition
  Although,
the Company has not recognized revenue to date, the Company will account for the
licensing of its software in accordance with the American Institute of Certified
Public Accountants Statement of Position (SOP) 97-2, “Software Revenue
Recognition.”  The Company will recognize revenue when (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) the ability to collect is reasonably assured.  For software
arrangements with multiple elements, revenue will be recognized dependent upon
whether vendor-specific objective evidence (VSOE) of fair value exists for each
of the elements.  When VSOE does not exist for all the elements of a
software arrangement and the only undelivered element is post-contract customer
support (PCS), the entire licensing fee is recognized ratably over the contract
period.
  Revenue
attributable to undelivered elements, including technical support, will be based
on the sales price of those elements, and will be recognized ratably on a
straight-line basis over the term of the license.  Post-contract
customer support revenue will be recognized ratably over the contract
period.
  If there
are licensing fees collected in advance, revenues from these license fees will
be recognized on a prorated-basis over the life of the license.
  The
Company will assess probability of collection based on a number of factors,
including the creditworthiness of the customer.  New customers will be
subject to a credit review process that evaluates the customers’ financial
position and ultimately its ability to pay according to the original terms of
the arrangement.  Based on this review process, if it is determined
from the outset of an arrangement that collection of the resulting receivable is
not probable, the Company will establish an allowance for
uncollectibility.
 
 Income
Taxes
 
 The
Company accounts for income taxes utilizing the liability method of
accounting.  Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
  7
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
      2 -
                  SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Fixed
Assets
 
 Fixed
assets are stated at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; computer
equipment – 5 years.
 
 When
assets are retired or otherwise disposed of, the costs and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in income for the period.  The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized.  Deduction is made for retirements resulting from
renewals or betterments.
 
 Impairment of Long-Lived
Assets
  Long-lived
assets, primarily fixed assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets might
not be recoverable.  The Company does not perform a periodic
assessment of assets for impairment in the absence of such information or
indicators.  Conditions that would necessitate an impairment
assessment include a significant decline in the observable market value of an
asset, a significant change in the extent or manner in which an asset is used,
or a significant adverse change that would indicate that the carrying amount of
an asset or group of assets is not recoverable.
 
 Impairment of Long-Lived
Assets
  For
long-lived assets to be held and used, the Company recognizes an impairment loss
only if its carrying amount is not recoverable through its undiscounted cash
flows and measures the impairment loss based on the difference between the
carrying amount and estimated fair value.
 
 (Loss) Per Share of Common
Stock
 
 Basic net
(loss) per common share is computed using the weighted average number of common
shares outstanding.  Diluted earnings per share (EPS) includes
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of stock options and warrants.
 
 Common
stock equivalents were not included in the computation of diluted earnings per
share when the Company reported a loss because to do so would be antidilutive
for periods presented.
  8
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
      2 -
                  SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  (Loss) Per Share of Common
Stock (Continued)
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
 
 September
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007Net
      loss
                    
                    $
                    (34,788
                    )
                    
                    $
                    (92,512
                    )Weighted-average
      common sharesoutstanding
      (Basic)
                    
                    
                    29,877,292
                    
                    
                    
                    29,495,901Weighted-average
      common stockEquivalentsStock
      options
                    
                    
                    -
                    
                    
                    
                    -Warrants
                    
                    
                    -
                    
                    
                    
                    -Weighted-average
      common sharesoutstanding
      (Diluted)
                    
                    
                    29,877,292
                    
                    
                    
                    29,495,901
 
 Advertising
 
 The
Company’s policy is to expense the costs of advertising and marketing as
incurred.  All advertising and marketing costs are included in the
statements of operations for the nine months ended September 30, 2008 and
2007.
  Software Development
Costs
 
 Internal
use software costs are recorded in accordance with Statement of Position (SOP)
No. 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal
Use".  Qualifying costs incurred during the application
development stage, which consist primarily of outside services, are capitalized
and amortized over the estimated useful life of the asset.  All other
costs, such as the cost of routine maintenance and minor modifications to the
software, are expensed as incurred.  The Company, upon the acquisition
of Driver Passport, LLC, acquired $14,250 of software development costs that
related to the application development stage and therefore have capitalized
these costs.  These costs were to be depreciated over a five-year
period.  The Company determined in July 2007, that they will cease the
marketing of their software, and as a result, the Company impaired the remaining
$9,975 in July 2007.  No balance remains at September 30,
2008.  Total amortization for the nine months ended September 30, 2008
and 2007 was $0 and $1,425, respectively.
  9
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
      2 -
                  SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Uncertainty in Income
Taxes
 
 In July
2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for
Uncertainty in Income Taxes.”  This interpretation requires
recognition and measurement of uncertain income tax positions using a
“more-likely-than-not” approach.  FIN No. 48 is effective for fiscal
years beginning after December 15, 2006.  Management adopted FIN 48 in
2007, and they evaluate their tax positions on an annual basis, and have
determined as of September 30, 2008, that no additional accrual for income taxes
is necessary.
  Recent Accounting
Pronouncements
  In
September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements.  This statement is effective for financial
statements issued for fiscal years beginning after November 15,
2007.  Early adoption is encouraged.  The adoption of SFAS
157 has not had a material impact on the financial statements.
 
 In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election
dates.  A business entity is required to report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date.  This statement is expected to expand
the use of fair value measurement.  FAS 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160).  SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment.  SFAS
160 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal
years.  Early adoption is prohibited.  Management is
determining the impact that the adoption of SFAS No. 160 will have on the
Company’s financial position, results of operations or cash flows.
  10
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
      2 -
                  SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)
  Recent Accounting
Pronouncements (Continued)
 
 In
December 2007, the FASB issued SFAS 141R,Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141,Business
Combinations.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination.  SFAS 141R defines the acquirer as the entity that
obtains control of one or more businesses in the business combination and
establishes the acquisition date as the date that the acquirer achieves
control.  SFAS 141R will require an entity to record separately from
the business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition.  SFAS 141R
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.  This compares to the cost
allocation method previously required by SFAS No. 141.  SFAS 141R will
require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met.  Finally, SFAS 141R will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date.  This Statement will be effective for business
combinations completed on or after the first annual reporting period beginning
on or after December 15, 2008.  Early adoption of this standard is not
permitted and the standards are to be applied prospectively
only.  Upon adoption of this standard, there would be no impact to the
Company’s results of operations and financial condition for acquisitions
previously completed.  The adoption of SFAS No. 141R is not expected
to have a material effect on the Company’s financial position, results of
operations or cash flows.
 
 In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a
Simplified Method in Developing Expected Term of Share Options” (“SAB
110”).  SAB 110 expenses the current view of the staff that it will
accept a company’s election to use the simplified method discussed in Staff
Accounting Bulletin No. 107, “Share Based Payment”, (“SAB
107”), for estimating the expected term of “plain vanilla” share options
regardless of whether the company has sufficient information to make more
refined estimates.  SAB 110 became effective for the Company on
January 1, 2008.  The adoption of SAB 110 did not have a material
impact on the Company’s financial position.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the consolidated financial
statements upon adoption.
  11
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
3-                FIXED
ASSETS
 
 Fixed
assets as of September 30, 2008 and December 31, 2007 were as
follows:
 
 Estimated
      Useful

                    Lives
      (Years)
                  
                  
                  September 30, 2008
                  
                  
                  December 31, 2007Computer
      equipment
                  
                  
                  5
                  
                  
                  $
                  7,281
                  
                  
                  $
                  7,281Less:
      accumulated depreciation
                  
                  
                  
                  
                  
                  
                  (3,444
                  )
                  
                  
                  (1,800
                  )Fixed
      assets, net
                  
                  
                  
                  
                  
                  $
                  3,837
                  
                  
                  $
                  5,481
 
 There was
$1,644 and $1,127 charged to operations for depreciation expense for the nine
months ended September 30, 2008 and 2007, respectively.
  NOTE
4-                SHARING
ARRANGEMENT
 
 The
Company has a bank account, however, runs most of its operations and banking
activity through a related party, its majority shareholder and the majority
shareholders related entities.  Since Driver Passport, LLC’s
inception, October 12, 2004, most of the Company’s transactions involving its
cash disbursements had been provided by a related company who was funded by the
Company’s former sole member.  At December 31, 2005 and December 31,
2004, the Company had a note payable with this member in the amount of $130,081
and $537, respectively.  However, on December 31, 2005, the former
sole member converted these amounts to contributed
capital.  Therefore, Driver Passport, LLC had no amounts outstanding
on December 31, 2005 to the sole member.  Upon acquisition of Driver
Passport, LLC by the Company, the majority shareholder and former sole member of
the Company funded all activity either personally or through an entity
controlled by him, and the Company entered into a note payable with this
majority shareholder for repayment of these amounts funded. (See Note
5).  As of September 30, 2008, the Company has $274,863 outstanding to
this majority shareholder, as well as $37,113 in accrued interest.
  NOTE
5-                NOTE
PAYABLE
 
 The
Company entered into an unsecured promissory note with a shareholder in a
maximum amount of $500,000, due on demand.  The shareholder has
charged the Company interest at the prime rate (5.00% as of September 30,
2008).  Interest is calculated on a monthly basis on the principal
balance owing on the last day of the month.  The balance as of
September 30, 2008 is $311,976 which includes accrued interest of
$37,113.  Interest expense for the nine months ended September 30,
2008 and 2007 included in the statements of operations is $11,107 and $13,581,
respectively.
  12
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
5-                NOTE PAYABLE
(CONTINUED)
 
 Driver
Passport, LLC entered into a note payable with its member for the payment of all
the costs that Driver Passport, LLC incurred.  The member charged
prime rate (7.00% at December 31, 2005 and 5.25% at December 31, 2004) on all
amounts owed by Driver Passport, LLC.  The note was dated January 1,
2005, and interest was assessed monthly based on the principal balance owing as
of the last day of the month.  On December 31, 2005, the sole member
converted these amounts to contributed capital.  Driver Passport, LLC
had no amounts outstanding on December 31, 2005 to the sole member.
 
 NOTE
6- PROVISION FOR INCOME
TAXES
 
 Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
 
 At
September 30, 2008, deferred tax assets consist of the
following:
  Net
      operating losses
                    
                    $
                    175,253Valuation
      allowance
                    
                    
                    (175,253
                    )$
                    -
 At
September 30, 2008, the Company had a net operating loss carryforward in the
approximate amount of $528,484, available to offset future taxable income
through 2028.  The Company established valuation allowances equal to
the full amount of the deferred tax assets due to the uncertainty of the
utilization of the operating losses in future periods.
  13
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
6- PROVISION FOR INCOME
TAXES (CONTINUED)
 
 A
reconciliation of the Company’s effective tax rate as a percentage of income
before taxes and federal statutory rate for the nine months ended September 30,
2008 and 2007 is summarized as follows:
  2008
                  
                  
                  2007Federal
      statutory rate
                  
                  
                  (34.0
                  )%
                  
                  
                  (34.0
                  )%State
      income taxes, net of federal benefits
                  
                  
                  4.5
                  
                  
                  
                  4.5Valuation
      allowance
                  
                  
                  29.5
                  
                  
                  
                  29.50
                  %
                  
                  
                  0
                  %
 
 NOTE
7- GOING
CONCERN
 
 As shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company incurred a net loss for the nine
months ended September 30, 2008 and 2007 of $34,788 and $92,512, respectively
and since inception has losses of $633,165 of which $473,231 occurred in Driver
Passport, Inc.  The Company had a working capital deficit of $319,538
and $290,394 at September 30, 2008 and December 31, 2007,
respectively.
 
 The
Company acquired a development stage company on January 1, 2006, and there is no
guarantee that the Company will be able to generate enough revenue and/or raise
capital to support current operations and generate anticipated
sales.  This raises substantial doubt about the Company’s ability to
continue as a going concern.  The Company did sell 1,197,000 shares
for $39,900 in cash in June of 2006.  Management believes that the
Company’s future capital requirements will depend on many factors including the
success of the Company’s product development efforts.
 
 In July
of 2007, the Company has ceased marketing operations under its current business
plan and is considering other business ventures.  Commencing in the
fourth quarter of 2007, the Company established an agreement with a consultant
that will attempt to attract new business for the Company.  The
Company agreed on December 18, 2007 to pay the consultant 50,000 shares of
stock.  In the first quarter of 2008, the agreement with the
independent consultant was terminated.
 
 As
discussed in Note 10, the Company has acquired a patent for the proprietary
interlocking Inca Block Construction SystemTM (IBCS). The Company will cease
being a shell company and execute a different business plan for future
growth.
 
 The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
  14
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
8-                STOCKHOLDERS’ EQUITY
(DEFICIT)
 
 The
Company was established with 50,000,000 shares of authorized stock; 40,000,000
of common stock and 10,000,000 of preferred stock.  Each class of
stock has a par value of $.001.
 
 On
January 1, 2006, the Company acquired Driver Passport, LLC for 25,500,000 shares
of common stock.  The value of the stock was par or
$25,500.
 
 In June
2006, the Company issued 2,217,000 shares of common stock.  Of these
shares, 1,197,000 shares were issued for $39,900 in cash, and 1,020,000 shares
were issued for consulting services valued at $34,000.  The Company
also received $1,500 of contributed capital in the year ended December 31, 2006
and $1,383 of contributed capital for the year ended December 31,
2007.
 
 In July
2006, the Company received acknowledgement from the Securities and Exchange
Commission of an effective registration.  No additional shares have
been traded or issued under this registration.
 
 The
Company accrued at December 31, 2006 the issuance of 2,130,000 shares of common
stock valued at $.05 per share (the opening bid price of the common stock) or
$106,500.  These shares were earned under agreements due when the
Company was deemed effective by the SEC and commenced trading.  The
shares were issued on February 15, 2007.
 
 The
Company accrued at December 18, 2007 the issuance of 50,000 shares of common
stock valued at $0.08 per share or $4,000.  These shares were earned
by Jay Mitchell, an independent consultant, as part of an agreement to promote
the Company.  The shares were issued on April 18, 2008.
 
 As of
September 30, 2008, the Company had 29,897,000 shares issued and
outstanding.
  15
 DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
9-                COMMITMENTS
 
 The
Company has entered into several contracts for services as follows:
 
 a) Product
development and marketing – fees were $0 and $23,900 for the nine months ended
September 30, 2008 and 2007, respectively.
  b) Accounting
and administrative services, including website development – fees were $5,426
and $11,227 for the nine months ended September 30, 2008 and 2007, respectively
and is based on time at standard billing rates.
  The
Company has recognized expenses as incurred under the accrual method of
accounting.  As of September 30, 2008 there are no amounts accrued for
these services.  These fees were paid through the note payable with
the majority shareholder.
  The
Company in February 2007, formed a strategic partnership with Corporate Security
Services Group in order to enhance existing security services.  These
services will focus on providing a variety of services including comprehensive
employment screening services both domestically and internationally to site
specific security plans.
  The
Company in December 2007 entered into an agreement with Jay
Mitchell.  Jay Mitchell is an independent consultant that will utilize
the Company’s name, website and marketing materials to promote the Company’s
services.  Jay Mitchell in return received 50,000 shares of common
stock.  In addition, the potential to receive additional shares was to
be based on various levels of drivers he was able to sign up under the program
established.  As of March 31, 2008, there were no drivers signed up
under this agreement.  In the first quarter of 2008, the agreement was
terminated.
  NOTE
10-             
ACQUISITION
 
 On
September 19, 2008, Driver Passport, Inc. signed a Letter of Intent to acquire
the patent for the proprietary interlocking Inca Block Construction SystemTM
(IBCS).  In exchange for the IBCS, Driver Passport, Inc. would issue
an option to Inca Block International, LLC to purchase twenty million
(20,000,000) shares of common stock in Driver Passport, Inc. conditioned upon
their availability.  Additionally, CEO and majority shareholder, Randy
Brown, agrees upon closing to cancel sixteen million five hundred seventy-five
thousand (16,575,000) shares of common stock in exchange for the assets of
Driver Passport, Inc.  On October 30, 2008, the agreements were
executed by Driver Passport, Inc. and Inca Block International, LLC to complete
the acquisition.
  16
  DRIVER
PASSPORT, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 SEPTEMBER
30, 2008 AND 2007
 NOTE
10-              ACQUISITION
(CONTINUED)
 
 Pursuant
to EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of
Productive Assets or of a Business”, a transferred set of of activities and
assets fails the definition of a business if it excludes one or more of the
“inputs”, “processes”, or “outputs” as defined in paragraph 6, and in accordance
with the guidance set forth in Article 11.01 (d) of Regulation S-X, the Company
does not believe that this transaction represented the acquisition of a
business, and therefore has not applied purchase accounting on FASB
141R.
       
 17
 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 Forward-Looking
Statements
 
 The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC
filings.
  The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.
  General
 
 We are a
real-time, internet, driver security program allowing shippers to verify and
validate the driver prior to loading cargo. We provide an online system with
photo, driver license and transport equipment verification that provides one
more check for shippers prior to loading their cargo.
  We
are:
 
 ·
                  a
      development stage company;·
                  that
      has no operating history; and·
                  has
      earned no revenues.
 
 Since our
inception, we have devoted our activities to the following:
 
 ·
                  Developing
      our business plan·
                  Obtaining
      our products·
                  Determining
      the market for the services we intend to offer on our
    website·
                  Developing
      a marketing plan.
  18
  Plan of
Operations
 
 Our
proposed plan of operations involves the following:
  Event
                    
                    Actions
                    
                    Lead
      Time
                    
                    Itemized
      estimated costCustomized
      enhancement of driver validation screen.
                    
                    Additional
      verification field to include driver pickup or load reference
      number.
                    
                    One
      week from first client contract.
                    
                    Contracted
      IT labor.
                      10
      hours @ $80/hr billable rate.
                      Total
      estimated cost of $800.Testing
      of Load Reference field before broad customer release.
                    
                    Active
      testing of field and potential
                      negative
      impact on software
                    
                    One
      week dedicated testing from completion of field
      creation.
                    
                    Contracted
      IT labor.
                      15
      hours @ $80/hr billable rate.
                      Total
      estimated cost of $1,200.Addition
      of upgraded badge printer allowing for hologram technology on
      badges.
                    
                    Faster
      badge printer will be necessary to expedite client badge
      shipments.
                    
                    Six
      weeks from closure of first recorded sales month.
                    
                    Contracted
      IT labor.
                      10
      hours @ $80/hr billable rate.
                      Labor
      cost $800.
                      Estimated
      cost of badge printer, software
                      and
      shipping $10,000.
                      Total:
      $10,800Research
      potential program and business expansion to offer driverhiring research
      services such as: criminal background check, reference checks, MVR
      verification, credit history research.
                    
                    Research
      contractors providing various services, negotiate terms, create business
      plan and SOP's, evaluate benefits of incorporating business model into
      DPP.
                    
                    Six
      months after initial sales commence.
                    
                    Internal
      management resources to research contractors, create business model and
      evaluate potential.
                      20
      hours at $125 hourly rate.
                      $2,500 estimated
      research cost.Creation
      of online 'Click for Help'
                      queries
      for customers.
                    
                    Create
      individual field 'help' descriptive screens.
                    
                    Two
      month lead time from closure of first year.
                    
                    Contracted
      IT labor.
                      120
      hours @ $80/hr billable rate.
                      Total
      estimated cost $9,600.
                      Should
      provide additional on-line support reducing need for additional IT and
      customer service support staff.
 We
entered into an unsecured promissory note with Mr. Brown in a maximum amount of
$500,000, due on demand. Mr. Brown has charged the Company interest at the prime
rate (5.00% as of Sept 30, 2008). Interest is calculated on a monthly basis on
the principal balance owing on the first day of the month.. The balance as of
September 30, 2008 is $311,976 which includes accrued interest of $37,113. Until
financing described below has been received, all our costs, which we will incur
irrespective of our business development activities, including bank service fees
and those costs associated with on-going SEC reporting requirements, estimated
to be less than $2,000 per quarter in which a report on Form 10-QSB is required
to be filed and $10,000 in the quarter in which a report on Form 10-KSB is
required to be filed, will be funded as a loan from management, to the extent
that funds are available to do so. Management has advanced $633,165 for
our operating expenses and any capital expenditures we have acquired as of
September 30, 2008.  Management is not obligated to provide these or
any other funds. If we fail to meet these requirements, we will be unable to
secure a qualification for quotation of our securities on the over the counter
bulletin board, or if we have secured a qualification, may lose the
qualification and our securities would no longer trade on the over the counter
bulletin board. Further, if we fail to meet these obligations and as a
consequence we fail to satisfy our SEC reporting obligations, investors will now
own stock in a company that does not provide the disclosure available in
quarterly and annual reports filed with the SEC and investors may have increased
difficulty in selling their stock as we will be non-reporting.
  19
 
 We will
need to secure a minimum of approximately $50,000 in funds to finance
development of our business in the next 12 months, which funds will be used for
product development and sales and marketing. However in order to become
profitable we may still need to secure additional debt or equity funding. We
hope to be able to raise additional funds from an offering of our stock in the
future. However, this offering may not occur, or if it occurs, may not raise the
required funding. We do not have any plans or specific agreements for new
sources of funding, except for the anticipated loans from management as
described above, or any planned material acquisitions.
 
 We are a
development stage company that as of September 30, 2008 had no cash on hand., We
incurred a net loss for the nine months ended September 30, 2008 and 2007
of  $34,788 and $92,512 , respectively and since inception has
losses of $633,165 of which $473,231 occurred in Driver Passport
Inc.
 
 We did
raise $39,900 in cash from a private offering of our shares in June 2006. In
order to commence operations and become profitable we will need to secure
additional debt or equity funding. We have no source of other funding
identified. We also hope to be able to raise additional funds from an offering
of our stock in the future. We have no agreements, commitments or understandings
in place concerning this type of offering. This offering may not occur, or if it
occurs, may not raise the required funding.
 
 Our
ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that there is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we have not commenced operations, an investor cannot
determine if we will ever become profitable.
 
 In
February 2007, we entered into a strategic partnership with Corporate Security
Services Group in order to enhance existing security services.  These
services will focus on providing comprehensive employment screening services to
site specific security plans.
  On
September 19, 2008, Driver Passport signed a Letter of Intent to acquire the
patent for the proprietary interlocking Inca Block Construction System
(ICBS).  In Exchange for ICBS, Driver Passport would issue an opinion
to Inca Block International, LLC to purchase twenty million shares of common
stock of Driver Passport, Inc conditioned upon their
availability.  Additionally, CEO and majority Shareholder Randy Brown,
agrees upon closing to cancel sixteen million five hundred seventy –five
thousand shares of common stock in exchange for the assets of Driver Passport,
Inc. and Inca Block International, LLC to complete the acquisition
  On
October 30, 2008, per the LOI, the Company and Inca entered into and closed an
Assignment Agreement pursuant to which Inca transferred and assigned the Patent
to the Company in consideration for an option to purchase 20,000,000 shares of
common stock for an aggregate purchase price of $1.00 per share and 2% of the
net sale price of all products manufactured by the Company using the technology
in the Patent and then sold or disposed of.
 
 In
addition, on October 30, 2008, the Company and Randy Brown, an executive
officer, director and shareholder of the Company, entered into and closed an
Agreement and Release whereby Mr. Brown agreed to return 16,575,000 shares of
common stock of the Company to the Company in consideration for the sale of all
of the assets of the Company relating to the driver security
program.  Further, except for the Promissory Note in the principal
amount of approximately $319,000, Mr. Brown agreed to assume all of the
liabilities of the Company.
 
 On
November 4, 2005, following the cancellation of the 16,575,000 shares of common
stock of the Company by Mr. Brown, Inca exercised its option and received
20,000,000 shares of common stock of the Company. Upon issuance of the new
shares, Inca became the new majority shareholder of the Company.
  20
 
 Concurrent
with the assignment of the Patent to the Company, Daniel D. Correa was appointed
as the Chief Executive Officer, Chief Financial Officer and Secretary of the
Company as well as a director of the Company.  In addition, Mr. Brown
resigned as an executive officer of the Company.
  Item 3. Controls and
Procedures
 
 An
evaluation was carried out under the supervision and with the participation of
the Company’s management, including the Chief Executive Officer (ÒCEOÓ) and
Chief Financial Officer (ÒCFOÓ), of the effectiveness of the Company’s
disclosure controls and procedures as of Septemeber 30, 2008. Based on that
evaluation, the CEO and CFO have concluded that the Company’s disclosure
controls and procedures are effective to provide reasonable assurance that:
(i) information required to be disclosed by the Company in reports that it
files or submits under the Securities Exchange Act of 1934 is accumulated and
communicated to the Company’s management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure by the
Company; and (ii) information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. During the quarter
ended September 30, 2008 there were no changes in the Company’s internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect, its internal control over financial
reporting.
 
 As of
December 31, 2007 management conducted an assessment of the effectiveness of
Company's internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in ÒInternal
Control — Integrated Framework,Ó issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission. Based upon this assessment, we
determined that there was a material weakness affecting our internal control
over financial reporting and, as a result of that weakness, our disclosure
controls and procedures were not effective as of December 31, 2007.  The
material weakness is as follows:
  We did
not maintain effective controls to ensure appropriate segregation of duties as
the same employees were responsible for the initiating and recording of
transactions, thereby creating segregation of duties weaknesses. Due to the (1)
significance of segregation of duties to the preparation of reliable financial
statements, (2) the significance of potential misstatement that could have
resulted due to the deficient controls and (3) the absence of sufficient other
mitigating controls, we determined that this control deficiency resulted in more
than a remote likelihood that a material misstatement or lack of disclosure
within the annual or interim financial statements will not be prevented or
detected.
 
 PART
II - OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 None
 
 Item
1A:  Risk Factors
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 Item
2. Changes in Securities
 
 The
Company accrued at December 18, 2007 the issuance of 50,000 shares of common
stock valued at $0.08 per share or $4,000.  These shares were earned
by Jay Mitchell, an independent consultant, as part of an agreement to market
the Company.  The shares were issued on April 18, 2008.
  21
 
 Item
3. Defaults upon Senior Securities.
 
 None
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 None
 
 Item
5. Other Information.
 
 None
  Item
6. Exhibits
 
 Exhibit
      #
                  Name
      and/or Identification of Exhibit31.1
                  Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
Attached.32.1
                  Certification
      of the Chief Executive Officer and Chief Executive Officer and
      Chief Financial Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
  22


SIGNATURES
 
 In
accordance with the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
  DRIVER
      PASSPORT, INC.November
      14, 2008
                By:
                /s/ Daniel
      CorreraDaniel
      Correra
                  Chief
      Executive Officer and Chief Financial Officer