UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB

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|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: January 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 _____________



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First Responder Products Inc.

(Exact name of small business issuer as specified in its charter)

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|                                  |  |                    
|--------------------------------- |  | -------------------
|Delaware                          |  | 20-2721447         
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)

15455 N. Greenway-Hayden Loop, Suite C4

Scottsdale, Arizona 85260

(Address of Principal Executive Office) (Zip Code)



(480) 619-4747

(Issuers telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



|                                                                                                                                                                                                                                                |   |     |   |   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | --
|Check whether the issuer (1) has 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 registrant was required to file such
|reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                            | ü | Yes |   | No
|                                                                                                                                                                                                                                               
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the                                                                                                                                              
|Exchange Act).                                                                                                                                                                                                                                  |   | Yes | ü | No
|                                                                                                                                                                                                                                                |  
|APPLICABLE ONLY TO CORPORATE ISSUERS                                                                                                                                                                                                           
|                                                                                                                                                                                                                                               
|The number of shares of the issuers common equity outstanding as of March 21, 2008 was approximately 9,572,800 shares of common stock, par value $.001.                                                                                       
|                                                                                                                                                                                                                                        
|Transitional Small Business Disclosure Format (check one):                                                                                                                                                                                      |   | Yes | ü | No







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INDEX TO FORM 10-QSB FILING

FOR THE PERIOD ENDED JANUARY 31, 2008

TABLE OF CONTENTS





|                              |                                                                            |   
|----------------------------- | -------------------------------------------------------------------------- | --
|Page                         
|PART I.
FINANCIAL INFORMATION
|                              |                                                                            |   
|Item 1.                       | Financial Statements                                                       |   
|                              | Balance Sheet as of January 31, 2008                                       | 1 
|                              | Statements of Operations                                                   |   
|                              | for the three month periods ended January 31, 2008 and January 31, 2007    | 2 
|                              | Statements of Cash Flows                                                   |   
|                              | for the three month periods ended January 31,  2008 and January 31, 2007   | 3 
|                              | Notes to the Financial Statements                                          | 4 
|Item 2.                       | Management's Discussion and Analysis                                       | 5 
|Item 3.                       | Controls and Procedures                                                    | 15
|                             
|PART II
OTHER INFORMATION    
|                              |                                                                            |   
|Item 1.                       | Legal Proceedings  (inapplicable)                                          |   
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds (inapplicable) |   
|Item 3.                       | Defaults Upon Senior Securities (inapplicable)                             |   
|Item 4.                       | Submission of Matters to a Vote of Security Holders (inapplicable)         |   
|Item 5.                       | Other Information                                                          | 16
|Item 6.                       | Exhibits                                                                   | 16
|                              |                                                                           
|SIGNATURES                    | 17                                                                        







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PART I- FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS





FIRST RESPONDER PRODUCTS, INC.

Balance Sheets



|                                                                    |             |             |             |   |            
|------------------------------------------------------------------- | ----------- | ----------- | ----------- | - | -----------
|ASSETS                                                             
|                                                                    |             |             |             |   |            
|                                                                    | January 31, |             | October 31,
|                                                                    | 2008        |             | 2007       
|                                                                    | (Unaudited) |             |            
|CURRENT ASSETS                                                      |             |             |             |   |            
|Cash                                                                | $           | 85,929      |             | $ | 65,663     
|Accounts receivable, net                                            |             | 102,607     |             |   | 179,399    
|Inventory                                                           |             | 99,881      |             |   | 39,991     
|Total Current Assets                                                |             | 288,417     |             |   | 285,053    
|PROPERTY AND EQUIPMENT, net                                         |             | 38,982      |             |   | 41,191     
|TOTAL ASSETS                                                        | $           | 327,399     |             | $ | 326,244    
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     
|CURRENT LIABILITIES                                                 |             |             |             |   |            
|Accounts payable and accrued expenses                               | $           | 278,865     |             | $ | 241,742    
|Accrued interest payable                                            |             | 2,875       |             |   | 2,875      
|Note payable-related party, net of discount                         |             | 783,870     |             |   | 560,336    
|Total Current Liabilities                                           |             | 1,065,610   |             |   | 804,953    
|LONG-TERM DEBT                                                      |             | -           |             |   | -          
|TOTAL LIABILITIES                                                   |             | 1,065,610   |             |   | 804,953    
|STOCKHOLDERS' EQUITY (DEFICIT)                                      |             |             |             |   |            
|Preferred stock: $0.001 par value; 10,000,000 shares authorized;    |             |             |             |   |            
|no shares issued and outstanding                                    |             | -           |             |   | -          
|Common stock: $0.001 par value; 100,000,000 shares authorized;      |             |             |             |   |            
|9,356,133 and 9,276,133 shares issued and outstanding, respectively |             | 9,356       |             |   | 9,276      
|Additional paid-in capital                                          |             | 3,774,677   |             |   | 3,679,360  
|Stock subscription receivable                                       |             | (325,000)   |             |   | (325,000)  
|Deficit accumulated during the development stage                    |             | (4,197,244) |             |   | (3,842,345)
|Total Stockholders' Equity (Deficit)                                |             | (738,211)   |             |   | (478,709)  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                | $           | 327,399     |             | $ | 326,244    



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



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FIRST RESPONDER PRODUCTS, INC.

Statements of Operations

(Unaudited)



|                                 |                      |           |      |   |          
|-------------------------------- | -------------------- | --------- | ---- | - | ---------
|                                 | For the Three Months
|                                 | Ended               
|                                 | January 31,         
|                                 | 2008                 |           | 2007
|REVENUES                         | $                    | 150,878   |      | $ | 24,881   
|COST OF GOODS SOLD               |                      | 105,001   |      |   | 18,277   
|GROSS PROFIT                     |                      | 45,877    |      |   | 6,604    
|OPERATING EXPENSES               |                      |           |      |   |          
|Depreciation and amortization    |                      | 2,451     |      |   | 557      
|General and administrative       |                      | 360,848   |      |   | 183,636  
|Total Expenses                   |                      | 363,299   |      |   | 184,193  
|LOSS FROM OPERATIONS             |                      | (317,422) |      |   | (177,589)
|OTHER INCOME (EXPENSES)          |                      |           |      |   |          
|Interest expense                 |                      | (37,570)  |      |   | (1,689)  
|Interest income                  |                      | 93        |      |   | 122      
|Total Other Income (Expenses)    |                      | (37,477)  |      |   | (1,567)  
|NET LOSS BEFORE INCOME TAXES     |                      | (354,899) |      |   | (179,156)
|INCOME TAX EXPENSE               |                      | -         |      |   | -        
|NET LOSS                         | $                    | (354,899) |      | $ | (179,156)
|BASIC LOSS PER SHARE             | $                    | (0.04)    |      | $ | (0.02)   
|BASIC WEIGHTED AVERAGE NUMBER OF |                      |           |      |   |          
|SHARES OUTSTANDING               |                      | 9,316,133 |      |   | 7,924,717



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



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FIRST RESPONDER PRODUCTS, INC.

Statements of Cash Flows

(Unaudited)



|                                                             |                      |           |      |   |          
|------------------------------------------------------------ | -------------------- | --------- | ---- | - | ---------
|                                                             | For the Three Months
|                                                             | Ended               
|                                                             | January 31,         
|                                                             | 2008                 |           | 2007
|CASH FLOWS FROM OPERATING ACTIVITIES                         |                      |           |      |   |          
|Net loss                                                     | $                    | (354,899) |      | $ | (179,156)
|Adjustments to reconcile net loss to                         |                      |           |      |   |          
|net cash used by operating activities:                       |                      |           |      |   |          
|Common stock issued for services                             |                      | -         |      |   | -        
|Common stock purchase options granted for services           |                      | 13,931    |      |   | -        
|Depreciation expense                                         |                      | 2,451     |      |   | 557      
|Changes in operating assets and liabilities:                 |                      |           |      |   |          
|(Increase) in inventory                                      |                      | (59,890)  |      |   | (19,537) 
|(Increase) in accounts receivable                            |                      | 76,792    |      |   | -        
|Increase (decrease) in accounts payable and accrued expenses |                      | 37,123    |      |   | (707)    
|Net Cash Used by Operating Activities                        |                      | (284,492) |      |   | (198,843)
|CASH FLOWS FROM INVESTING ACTIVITIES                         |                      |           |      |   |          
|Property and equipment purchased                             |                      | (242)     |      |   | (3,037)  
|Net Cash Used by Investing Activities                        |                      | (242)     |      |   | (3,037)  
|CASH FLOWS FROM FINANCING ACTIVITIES                         |                      |           |      |   |          
|Repayment to related parties                                 |                      | (50,000)  |      |   | (89,700) 
|Borrowings from related parties                              |                      | 275,000   |      |   | -        
|Common stock issued for cash                                 |                      | 80,000    |      |   | 63,000   
|Net Cash Provided by Financing Activities                    |                      | 305,000   |      |   | (26,700) 
|NET INCREASE (DECREASE) IN CASH                              |                      | 20,266    |      |   | (228,580)
|CASH AT BEGINNING OF PERIOD                                  |                      | 65,663    |      |   | 280,831  
|CASH AT END OF PERIOD                                        | $                    | 85,929    |      | $ | 52,251   
|SUPPLEMENTAL DISCLOSURES OF                                  |                      |           |      |   |          
|CASH FLOW INFORMATION:                                       |                      |           |      |   |          
|Cash Paid For:                                               |                      |           |      |   |          
|Interest                                                     | $                    | 17,963    |      | $ | -        
|Income taxes                                                 |                      | -         |      |   | -        
|Non Cash Financing Activities:                               |                      |           |      |   |          
|Common stock issued for debt                                 | $                    | -         |      | $ | -        



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



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FIRST RESPONDER PRODUCTS, INC.

Notes to Financial Statements



NOTE 1 -

CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2008, and for all periods presented herein, have been made.

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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys October 31, 2007 audited financial statements. The results of operations for the periods ended January 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

NOTE 2 -

GOING CONCERN

The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



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ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the period ended January 31, 2008, this Managements Discussion and Analysis should be read in conjunction with the Financial Statements, including the related notes, appearing in Item 1 of this Quarterly Report. The preparation of this Quarterly Report on Form 10-QSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results reported in the future will not differ from those estimates or that revisions of these estimates may not become necessary in the future.

Forward Looking Statements

This portion of this Quarterly Report on Form 10-QSB includes statements that constitute "forward-looking statements." These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained in this portion of the Quarterly Report include, but are not limited to the Company's expectation that it will begin generating significant revenues from the sale of its products rather than from equity or debt financings. Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include, but are not limited to the risks and uncertainties set forth below in the section titled "Risk Factors," as well as other factors that we are currently unable to identify or quantify, but may exist in the future.

The foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Managements Discussion and Analysis of financial condition and results of operations

Liquidity and capital resources

We are a premier distributor of specialized products for public safety, homeland security, and military applications. We distribute products from a variety of established manufacturers and also help introduce new product lines. Sales are made through a combination of bidding on government contracts, directed sales efforts to large commercial entities, and sales to public safety agencies, commercial end users and consumers via the Internet. Our product line includes personal protection equipment; chemical, biological and radiological detection equipment; decontamination equipment; tactical equipment; training equipment, such as the Blue Gun line of products; terrorism response and mitigation software and hardware solutions; and home security products for consumers.

These products are currently categorized using the Department of Homeland Securitys Standardized Equipment List/Authorized Equipment List (SEL/AEL). The Authorized Equipment List has expanded beyond the initial focus on personal protective equipment, detection equipment, and communication equipment and is often updated for new grant solicitations.

We market to a broad spectrum of public safety personnel, including purchasing agents from police departments, fire departments, state emergency operations centers, and federal agencies, as well as life-safety and facilities management purchasers from the private sector. We also have customers from both official military procurement channels and from individuals serving in the military because many military personnel purchase their own equipment so as to have access to state-of-the-art products and technologies instead of standard government-issue gear.



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Through our various ecommerce websites we streamline the product procurement process by providing end users with a convenient, centralized destination to examine and purchase a wide selection of products. In addition to direct government bidding and Internet sales, the company offers some of its specialized products through the National Institute of Justice's Tech Product Network, which showcases law enforcement and corrections products available on the market. The company also participates on the Department of Homeland Security's Responder Knowledge Base, or RKB, a web-based information service for the emergency responder community funded by the Department of Homeland Security and hosted by the Memorial Institute for the Prevention of Terrorism. Thousands of jurisdictions and departments, as well as virtually all State Administrative Agencies, now use the RKB on a regular basis to obtain grant guidance and unbiased product information. The RKB has more than 56,000 registered users, including Federal, State, and Local responders from every discipline.

We also provide an extensive webcast and podcast library of informational content to the first responder community, which features exclusive interviews with notables such as Tom Ridge, the first Secretary of Homeland Defense, and Michael Brown, the former head of the Federal Emergency Management Agency. The production of these webcasts is an ongoing monthly expense which does not result in revenues to the company but which drives traffic to our websites and provides our customers with a valuable information resource.

Our material cash expenditures have been expenses relating to purchasing inventory; shipping and other costs associated with our sales and fulfillment activities; general and administrative expenses, including payroll expenses and office rent; advertising expenses; travel, lodging, shipping costs and exhibition fees relating to our participation in trade shows; and accounting and legal fees relating to our reporting obligations.

We must raise additional capital during the next 12 months to fully implement our business plan and continue our growth, and to fund fulfillment of government contracts. We may attempt to raise the necessary funds through a combination of debt or equity financing or from venture capital sources. We cannot guarantee that we will be able to raise any additional funds over the next 12 months.

Results of Operations

We currently operate three e-commerce websites: www.firstresponderproducts.com, www.certproducts.com and www.securitysurplus.com; we also bid on contracts let by government agencies. Revenues for the three months ended January 31, 2008 were $150,878, as compared with revenues of $24,881 for the three months ended January 31, 2007. The increase in revenues was due to (i) increased website traffic, a consequence of both advertising and word-of-mouth in the military, first responder and consumer communities, and (ii) a significant increase in our competitive bidding activities for the period ended January 31, 2008 when compared to the corresponding period in 2007.

Our cost of goods sold for the three months ended January 31, 2008 were $105,001, for a gross profit of $45,877, as compared with cost of goods sold for the corresponding period in 2007 at $18,277, for a gross profit of $6,604, during the three months ended January 31, 2007.

We have incurred losses since our inception. Our net loss was $354,899 for the three-month period ended January 31, 2008, as compared to $179,156 for the same period for the prior year. Cash at the end of the period was $85,929, as compared with $52,251 at the end of the corresponding period in 2007. Our accounts receivable at January 31, 2008 were $102,607 with inventory of $99,881.

Our plan of operation for the next 12 months

Over the next 12 months we plan to continue distributing homeland security products through Web sales and through direct bidding on government contracts, increasing our margins by using the purchasing power we are accumulating to get better credit terms and pricing from our suppliers.

Our websites are marketed through search engines such as Yahoo and Google. We also have multiple URLs with similar names that point to our primary websites and also to specific products, such as www.firstresponderstore.com, www.firstresponderstore.net, www.firstresponderstore.biz, and others. In addition to advertisements on search engines, we also advertise through trade publications, sponsorship of videos and promotions that feature our name prominently at first responder training exercises and product expositions, and through handouts and advertisements at trade shows.



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Our ecommerce sales depend on qualified traffic.

Alexa Internet, Inc. is a subsidiary of Amazon.com that provides ranking information on website traffic. We have been very successful in increasing our Alexa rating over the past six months, and we are advertising and promoting our websites in a variety of ways. Over the next 12 months we will continue to gather significant information about our customer base, which will allow us to adjust our product line. We have also initiated targeted marketing campaigns to Community Emergency Response Teams to raise awareness of our products in that community.

Trends in the Homeland Security Industry

On February 1, 2008, The Department of Homeland Security announced the release of application guidance for awards of more than $3 billion in grants to states, territories, urban areas, and transportation authorities for 14 federal grant programs whose collective purpose is to strengthen prevention, protection, response and recovery capabilities at all levels of government. The DHS uses the application guidance to set strategic priorities that support President Bush's National Homeland Security Strategy and align with the DHS's National Preparedness Guidelines and the recently released National Response Framework. Fiscal Year (FY) 2008 grant programs will provide $376.3 million more than last year to enhance the nations ability to prevent, protect against, respond to and recover from terrorist attacks, major disasters and other emergencies. This includes the DHS's two largest grant programs: the Homeland Security Grant Program (HSGP) totaling $1.69 billion and the Infrastructure Protection Program (IPP) totaling $852.4 million.

Homeland Security Secretary Michael Chertoff stated that the DHS was urging grant applicants to prioritize preparedness planning and counter Improvised Explosive Device, or IED, threats. Since its inception, the DHS has administered $22.7 billion in federal grants to states, territories, urban areas, and transportation authorities. Guidance on all 14 grant programs is being released simultaneously to allow applicants more time to plan and apply for funding, as well as more rapidly begin implementing security measures. Additionally, as part of the recommendations of the Post Katrina Emergency Management Reform Act, the DHSs regional offices will have an enhanced role in administering grant programs. IPP applications are due to the department no later than March 17, 2008, and HSGP applications are due May 1, 2008.

Some of the grant program allocations for 2008 are:

Homeland Security Grant Program (HSGP) - $1.69 billion

HSGP is a wide-reaching program that funds planning, organization, equipment, training, and exercise activities in support of the National Preparedness Guidelines and related plans and programs, such as the National Incident Management System (NIMS), National Response Framework (NRF), and the National Infrastructure Protection Plan (NIPP). This year, 25 percent of the overall funding must address preparedness planning and mitigating the threat of improvised explosive devices. Tier I and II urban areas will be eligible to use up to 25 percent of UASI funds to support counterterrorism personnel costs and states may use up to 15 percent of SHSP funds for counterterrorism personnel costs. This responds to the needs of cities, giving them additional flexibility in how they choose to use the funding, provided it meets DHS criteria. HSGP includes:

State Homeland Security Program (SHSP) - $862.9 million.SHSP supports building and sustaining capabilities at the state and local levels through planning, equipment, training, and exercise activities and helps states to implement the strategic goals and objectives included in state homeland security strategies. SHSP provides funding to all 56 states and territories based on a combination of formula, risk, and effectiveness.

Urban Areas Security Initiative (UASI) - $781.6 million.UASI addresses the unique multi-disciplinary planning, operations, equipment, training, and exercise needs of high-threat, high-density urban areas. This program provides funding to high-risk urban areas based on risk and effectiveness.

Law Enforcement Terrorism Prevention Activities.In addition, the department is directing that at least 25 percent of funds allocated from both SHSP and UASI build state and local law enforcement terrorism prevention capabilities.

Metropolitan Medical Response System (MMRS) - $39.8 million.MMRS assists designated metropolitan areas to sustain and further enhance regionally integrated all-hazards mass casualty preparedness and response capabilities to achieve: progress in meeting designated target capabilities; increased integration with statewide mass casualty initiatives and capabilities; and effective coordination with mutually supportive program guidance from the



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Department of Health and Human Services and other relevant federal agencies. This program provides funding on a formula basis to 124 MMRS jurisdictions.

Citizen Corps Program (CCP) - $14.5 million.CCP supports Citizen Corps Councils in efforts to engage citizens in personal preparedness, exercises, ongoing volunteer programs, and surge capacity response, in order to better prepare citizens to be fully aware, trained, and practiced on how to prevent, protect/mitigate, prepare for, and respond to all threats and hazards. This program provides funding on a formula basis to all 56 states and territories.

Infrastructure Protection Program (IPP) - $852.4 million

IPP supports specific activities to protect critical infrastructure, such as ports, mass transit, highways, rail and transportation. IPP grants fund a range of preparedness activities, including strengthening infrastructure against explosive attacks, preparedness planning, equipment purchase, training, exercises, and security management and administration costs. IPP is comprised of five separate grant programs:

Transit Security Grant Program (TSGP) - $388.6 million.TSGP supports sustainable, risk-based efforts to protect critical transit infrastructure from terrorism, especially explosives and non-conventional threats that would cause major disruption to commerce and significant loss of life. Funding is provided to owners and operators of the nations critical transit infrastructure, including rail, intra-city bus, ferry systems, and Amtrak. For the highest risk urban areas, this funding is provided as a regional allocation; for other urban areas, funding is awarded on a competitive basis.

●

TSGP to intra-city systems - $348.6 million.TSGP provides funding to owners and operators of transit systems, which include intra-city bus, rail, and ferry systems, focused on employee training, infrastructure protection (e.g. intrusion detection, hardening of tunnel ventilation and drainage systems) and deterrence activities like canine teams. Eligible systems and the amount of funding available to those systems is based on a formula that includes ridership, track miles, number of stations, and threat.

●

Intercity Passenger Rail Security - $25 million.TSGP provides funding to Amtrak to harden underground and underwater track and tunnels against improvised explosive devices, or IEDs; train key employees in counter-terrorism; and expand visible deterrence activities.

●

Freight Rail Security - $15 million.TSGP provides funding to freight railroad carriers and owners of railroad cars used in the transportation of Security-Sensitive Material (SSM) to improve freight rail security. Funds may be used to conduct vulnerability assessments, develop security plans, and security awareness and emergency response training for frontline employees.

Port Security Grant Program (PSGP) - $388.6 million.PSGP supports sustainable, risk-based efforts to enhance access control and credentialing, protect against IED and other non-conventional attacks, and conduct disaster-response scenarios. PSGP funds are awarded on the basis of risk and competition to eligible ports, as well as eligible ferry systems.

Buffer Zone Protection Program (BZPP) - $48.5 million. BZPP supports the development and implementation of Buffer Zone Plans for preventing and protecting the perimeter of critical infrastructure sites, including chemical facilities, nuclear and electric power plants, dams, stadiums, arenas and other high-risk areas from terrorist site surveillance or attacks with a focus on public-private partnership and fusion center coordination. This program provides funding to states and territories with eligible critical infrastructure and key resource (CI/KR) sites.

Trucking Security Program (TSP) - $15.5 million.TSP provides funding to identify and recruit highway professionals (carriers, drivers, first responders, highway workers) to actively participate in an anti-terrorism and security awareness program, as well as implement program training and 24/7 call center support.

Intercity Bus Security Grants (IBSGP) - $11.1 million. IBSGP focuses on vulnerability assessments, security plans and preparedness exercises for explosives and non-conventional threats. Program priorities include facility, driver and vehicle security enhancements; emergency communications technology; coordinating with local police and emergency responders; training and exercises; and passenger and baggage screening programs in defined UASI service areas. IBSGP provides funding competitively to eligible charter and fixed route intercity bus systems servicing UASI urban areas.



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Emergency Management Performance Grants (EMPG) - $291.4 million. EMPG is a cost-share program that assists state and local governments in sustaining and enhancing the effectiveness of their emergency management programs. This program provides funding on a formula basis to all 56 states and territories, as well as the Federated States of Micronesia and the Republic of the Marshall Islands.

Operation Stonegarden Grants (OPSG) - $60 million. OPSG is an element of the FY 2008 State Homeland Security Grant Program. OPSG funds land border jurisdictions efforts to improve border security, encourage local operational objectives and capabilities to enhance federal and state Homeland Security strategies, and improve capabilities required for border security and protection.

Regional Catastrophic Preparedness Grant Program (RCP) - $60 million. RCP provides funding to advance catastrophic incident preparedness to Tier I and designated Tier II Urban Areas Security Initiative (UASI) Jurisdictions. The goal of RCP is to support an integrated planning system that enables regional all-hazard planning for catastrophic events and the development of necessary plans, protocols, and procedures to manage a catastrophic event.

●

Tier 1: Chicago, Houston, Los Angeles/Long Beach, National Capital Region, Jersey City/Newark, New York, San Francisco Bay Area

●

Tier 2: Boston, Honolulu, Norfolk, Seattle

Urban Areas Security Initiative Nonprofit Security Grant Program (UASI-NSGP) - $15 million

UASI-NSGP provides funding to support target-hardening activities by nonprofit organizations that are considered at high risk for international terrorist attack. While this funding is provided specifically to high-risk nonprofit organizations, the program seeks to integrate nonprofit preparedness activities with broader state and local preparedness efforts. Nonprofit organizations that are at high risk of international terrorist attack and are located within one of the specific UASI-eligible urban areas must apply to the SAA for funds.

The 2008 risk assessment methodology has been revised to reflect input from the 9/11 Commission Act, including the use of Metropolitan Statistical Areas. As the DHS invests in all-hazards capabilities across the nation, the DHS believes that this updated grant process will further manage risk and close capability gaps.

Looking even further ahead, President Bushs fiscal year 2009 budget request for the Department of Homeland Security (DHS) represents $50.5 billion in funding, which is an increase of 6.8 percent over the 2008 fiscal year level  excluding funds provided in emergency supplemental funding.

Trends in Arizona

Federal homeland security funds are intended to enhance the protection of Arizonas residents and critical infrastructure from potential terrorist attacks and other significant hazards. Although the primary focus of federal homeland security dollars continues to be terrorism prevention and response, these funds may be used to prepare for and respond to all emergency and disaster situations, whether terrorist incidents or natural disasters such as floods and wildfires.

Arizonas homeland security projects dovetail with the seven national priorities as identified by the U.S. Department of Homeland Security (DHS). These priorities include:

●

Implement the National Incident Management System and National Response Plan (NRP)

●

Expand Regional Collaboration

●

Implement the Interim National Infrastructure Protection Plan (NIPP)

●

Strengthen Information Sharing and Collaboration Capabilities

●

Strengthen Interoperable Communications Capabilities

●

Strengthen CBRNE Detection, Response and Decontamination Capabilities

●

Strengthen Medical Surge and mass Prophylaxis Capabilities



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In Arizona, eighty percent of federal homeland security grants fund local and regional projects. The State has also dedicated grant funds to enhance protection and response capabilities statewide.

Priority projects in Arizona include:

●

Personal Protective Equipment for First Responders . One of Arizona’s priority homeland security initiatives is providing its firefighter, police, emergency managers, public safety personnel and other first responders with the equipment they need to safely enter dangerous situations.

●

Rapid Response Teams. Arizona has used federal funding to train and equip Rapid Response Teams. Strategically located throughout the state Arizonas 11 RRTs can provide immediate incident response to support local response efforts. RRT members are trained to work with hazardous materials and bomb units, and perform technical rescue operations.

Going Concern

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since the inception of the company, we have relied on loans from shareholders and officers, the sale of our equity securities, debt financing, and limited revenues to fund our operations. We have incurred losses since our inception and we continue to incur legal, accounting, and other business and administrative expenses. Our auditor has therefore recognized that there is substantial doubt about our ability to continue as a going concern.

Risk Factors

An investment in our common stock involves a substantial degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors in addition to the other information contained in this report. The following risk factors, however, may not reflect all of the risks associated with our business or an investment in our common stock.

We will need significant infusions of additional capital.

During the last fiscal year we have relied primarily on loans to obtain the funding necessary to operate the business. Our revenues from operations for the quarter ended January 31, 2008 have increased significantly when compared to the corresponding quarter in 2007, but are still not sufficient to fund our operations entirely. Based upon our current cash reserves and forecasted operations, including our continuing and forecasted growth and expansion in both facilities and personnel, we will need to obtain additional outside funding in the future in order to further satisfy our cash requirements. Our need for additional capital to finance our business strategy, operations, and growth will be greater should, among other things, revenue or expense estimates prove to be incorrect. We cannot predict the timing or amount of our capital requirements at this time. If we fail to arrange for sufficient capital on a timely basis in the future, we may be required to reduce the scope of our business activities until we can obtain adequate financing. We may not be able to obtain additional financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects. Debt financing must be repaid regardless of whether or not we generate profits or cash flows from our business activities. Equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock.

Many of our current and potential competitors have longer operating histories, larger customer or user bases, greater brand recognition, greater access to brand name suppliers, and significantly greater financial, marketing and other resources than we do.

Many of these current and potential competitors can devote substantially more resources to the development of their business operations than we can at present. In addition, larger, well-established and well-financed entities may acquire, invest in or form joint ventures with other established competitors or with specific product manufacturers, which will allow them pricing advantages due to economies of scale or pursuant to distribution agreements with suppliers. Some large product distributors may also have exclusive distribution agreements or protected territories in which they can sell specific brand name products at a significant discount, or territories in which they may seek to exclude us from selling a specific brand of product. These types of arrangements between our competitors and manufacturers and suppliers may limit our ability to distribute certain brand name products and could adversely affect our revenues.



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We depend upon our executive officers and key personnel.

The rapid execution necessary for us to fully exploit the market for our products and services requires an effective planning and management process. We have experienced rapid growth over the previous fiscal year and anticipate the potential for continued significant growth over the next fiscal year. That growth will place a significant strain on our managerial, operational and financial resources. Our ability to manage our business effectively will require us to continue to implement and improve our operational, financial and management information systems and to attract, identify, train, integrate and retain qualified personnel. These demands will require the addition of new management personnel and the development of additional expertise by existing management. Our success depends to a significant extent on the ability of our officers to operate effectively, both independently and as a group. The loss of services of any executive officers or key personnel could have a material adverse effect on our business, revenues, results of operations or financial condition.

Competition for talented personnel is intense, and there is no assurance that we will be able to continue to attract, train, retain or motivate other highly qualified technical and managerial personnel in the future. Market conditions may require us to pay higher compensation to qualified management and technical personnel than we currently anticipate. Any inability to attract and retain qualified management and technical personnel in the future could have a material adverse effect on our business, prospects, financial condition, and results of operations.

There can be no assurance that any new products we introduce will achieve significant market acceptance or will generate significant revenue.

The market for products in the homeland security and consumer security industry is characterized by rapid technological advances, evolving standards in technology and frequent new product and service introductions and enhancements. Possible short life cycles for products we sell may necessitate high levels of expenditures for continually selecting new products and discontinuing the sale of obsolete product lines. To obtain a competitive position, we must continue to introduce new products and new versions of existing products that will satisfy increasingly sophisticated customer requirements and achieve market acceptance. We must also expend considerable time and effort in content management on our three ecommerce websites to ensure that discontinued or obsolete products are deleted from our sites in a timely manner. Our inability or failure to position and/or price our new or existing products competitively, in response to changes in evolving standards in technology, could have a material adverse effect on our business, results of operations or financial position.

We have a strong dependence on network infrastructure and there is a risk of system failure and loss of capacity.

There can be no assurance that Internet related system failures would not adversely affect the performance of our services. While we have taken steps to minimize the risks associated with power failures, fire, physical and electronic security, telecommunications failures, any computer system is vulnerable to damage from fire, floods, power loss, telecommunications failures, break-ins and similar events. The occurrence of any of these risks could have a material adverse effect on our business, results of operations and financial condition. We maintain fully redundant or backup Internet services or backbone facilities at other fully redundant computing and telecommunication facilities. In spite of the backup, any accident, incident or system failure that causes interruptions in our operations could have a material adverse effect on our ability to provide Internet services to our clients, and, in turn, on our business, financial condition and results of operations.

Although we have implemented safeguards to prevent unauthorized access to our Web site, there always exists certain security risks, which may cause interruptions, delays or cessation in service.

Despite the implementation of security measures, our network infrastructure may be vulnerable to computer viruses or problems caused by third parties, which could lead to interruptions, delays or cessation in service to our clients. Inappropriate use of the Internet by third parties could also potentially jeopardize the security or deter certain persons from using our services. Such inappropriate use of the Internet would include attempting to gain unauthorized access to information or systems - commonly known as "cracking" or "hacking." Although we intend to continue to implement security measures, such measures have been circumvented in the past, and there can be no assurance that measures implemented will not be circumvented in the future. Alleviating problems caused by computer viruses or other inappropriate uses or security breaches may require interruptions, delays or cessation in service to our operations. There can be no assurance that customers or others will not assert claims of liability against us as a result of failures. Further, until more comprehensive security technologies are developed, the security



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and privacy concerns of existing and potential customers may inhibit the growth of the Internet service industry in general and our customer base and revenues in particular.

There is a risk of credit card fraud.

Although we conduct regular and frequent routine anti-hacking fraud tests and in addition have encryption certificates, systems and software for the electronic surveillance and monitoring of fraudulent credit card use, we are not liable for fraudulent use of consumer credit cards since the entire risk is passed on to the Merchant Processor. However, should our business be subject to repeated fraudulent use of credit cards on our ecommerce sites, it could effect the reputation of our ecommerce sites and the willingness of customers to continue to use our sites.

Shares of our common stock are "penny stocks.

At all times when the current market price per share of our common stock is less than $5.00, our shares of common stock will be considered "penny stocks" as defined in the Securities Exchange Act of 1934, as amended. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of our common stock being issued under this prospectus. In addition, the penny stock rules adopted by the Securities and Exchange Commission under the Exchange Act would subject the sale of shares of our common stock to regulations which impose sales practice requirements on broker-dealers. For example, broker-dealers selling penny stocks must, prior to effecting the transaction, provide their customers with a document which discloses the risks of investing in penny stocks.

Furthermore, if the person purchasing penny stocks is someone other than an accredited investor, as defined in the Securities Act, or an established customer of the broker-dealer, the broker-dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker-dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in penny stocks. Accordingly, the SEC's rules may limit the number of potential purchasers of shares of our common stock. Moreover, various state securities laws impose restrictions on transferring penny stocks, and, as a result, investors in our common stock may have their ability to sell their shares impaired.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of Securities' laws; (iii) contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in penny stock, the customer (i) with bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If any of the Company's securities become subject to the penny stock rules, holders of those securities may have difficulty selling those securities. Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer



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(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases

(iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons

(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers

(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses

We have not paid and do not currently plan to pay dividends on our common stock.

Some investors favor companies that pay dividends on their common stock, particularly in general downturns in the stock market. We have not declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth, and we do not currently anticipate paying cash dividends on our common stock in the foreseeable future.

Many of our end-users are subject to budgetary and political constraints that may delay or prevent sales.

Many of our end-user customers currently are military, government agencies or entities or para-military or quasi-government entities or agencies. These entities and agencies often do not set their own budgets and therefore have little control over the amount of money they can spend. In addition, these entities and agencies experience political pressure that may dictate the manner in which they spend money. As a result, even if an entity or agency wants to acquire our products, it may be unable to purchase them due to budgetary or political constraints. Some orders also may be canceled or substantially delayed due to budgetary, political or other scheduling delays that frequently occur in connection with the acquisition of products by such entities or agencies.

Many of our end-users rely on state and federal grants to obtain the necessary funding to purchase our products, the delay or unavailability of which could adversely affect our sales and results of operations.

The Department of Homeland Security, or DHS, currently awards funding grants for the purchase of communications equipment that provides interoperability to first responders. These funds are granted through the State Homeland Security Grant Program, the Urban Area Security Initiative, and other grants administered by the Office of Domestic Preparedness, the Federal Emergency Management Agency, and the Transportation Security Administration. Other Federal agency programs include Department of Justice grants for counter-terrorism and general-purpose law enforcement activities through the Office of Community Oriented Policing Services, which distributes funding through a wide range of programs, both as grants and cooperative agreements. Additionally, many grants are administered directly through state agencies and administrative offices. Budgetary, political or other constraints or delays in providing, or the availability of funding through, these grant programs could preclude many of our end-users from being able to purchase our products, which would have an adverse impact on our revenues, results of operations and financial condition.

Provisions in our corporate charter and under Delaware law are favorable to our directors.

Pursuant to our certificate of incorporation, members of our management and Board of Directors will have no liability for violations of their fiduciary duty of care as officers and directors, except in limited circumstances. This means that you may be unable to prevail in a legal action against our officers or directors even if you believe they have breached their fiduciary duty of care. In addition, our certificate of incorporation allows us to indemnify our officers and directors from and against any and all expenses or liabilities arising from or in connection with their serving in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.



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Certain provisions of Delaware General Corporation Law and in our charter, as well as our current stockholder base may prevent or delay a change of control of our company.

Under the Delaware General Corporation Law, which we are subject to, it will be more difficult for a third party to take control of our company and may limit the price some investors are willing to pay for shares of our common stock. Furthermore, our certificate of incorporation authorizes the issuance of preferred stock without a vote or other stockholder approval. Finally, a majority of our outstanding common stock is held by insiders. Without a disparate stockholder base or a fluid aggregation of stockholders, it will be more difficult for a third-party to acquire our company without the consent of the insiders.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Act), we will be required to furnish a report by our management on our internal control over financial reporting. The internal control report must contain (i) a statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting, (ii) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of our internal control over financial reporting, (iii) management's assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective, and (iv) a statement that the Company's independent auditors have issued an attestation report on management's assessment of internal control over financial reporting.

In order to achieve compliance with Section 404 of the Act within the prescribed period, beginning in this fiscal year, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging. In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan to (i) assess and document the adequacy of internal control over financial reporting, (ii) take steps to improve control processes where appropriate, (iii) validate through testing that controls are functioning as documented and (iv) implement a continuous reporting and improvement process for internal control over financial reporting. We can provide no assurance as to our, or our independent auditors, conclusions at the prescribed periods with respect to the effectiveness of our internal control over financial reporting under Section 404 of the Act. There is a risk that neither we nor our independent auditors will be able to conclude at the prescribed period that our internal controls over financial reporting are effective as required by Section 404 of the Act.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.



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ITEM 3.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-QSB, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls also are designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer and principal financial officer included a review of the controls objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management, including our president (who is our chief executive officer) and our chief financial officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on their review and evaluation as of the end of the period covered by this Form 10-QSB, and subject to the inherent limitations described above, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report; provided, however, that the company currently has only two directors, neither of whom is an outside director, which does not allow the company to have an outside director on its audit or compensation committees. The Board of Directors is currently considering qualified candidates for appointment to the Board as outside directors.

Our principal executive officer and principal financial officer are not aware of any significant changes in our disclosure controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. During the period covered by this Form 10-QSB, there have not been any changes in our internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION

ITEM 5.

OTHER INFORMATION

The company has experienced significant growth during the past year, which has resulted in both increased revenues and increased complexity in its financial reporting obligations. The role of management in evaluating internal controls over financial reporting has also expanded, as reflected in interpretive guidance published by the SEC and effective June 27, 2007. Due to this expansion in both its operations and its reporting requirements, the company is reorganizing its management structure and is currently evaluating additions to its management team.

The company does not currently have standing audit, nominating and compensation committees of the board of directors; the entire board currently consists of only two directors, who perform those functions. Effective March 21, 2008, Eric Johnson has resigned as our President and Chief Operating Officer in order to concentrate on his duties as Chairman of our Board of Directors. Mr. Johnson will focus on the companys long-term financial strategies, including potential mergers and acquisitions, as well as shaping the companys investor relations program. Mr. Johnson will also implement the companys plan for expanding its Board of Directors to include outside directors, and for working with the entire Board to establish more stringent oversight mechanisms for the companys financial reporting.

Richard Reincke has been appointed as the companys new President and Chief Executive Officer, and will be responsible for supervising the day-to-day operations of the companys ecommerce websites and competitive bidding activities, as well as managing issues relating to marketing, sales, and personnel. He will also implement board decisions and initiatives and will report directly to the Chairman and the Board of Directors.

Michael Coskun has been promoted to Vice President, heading up the companys competitive bidding department and spearheading initiatives aimed at generating both publicity and significant revenue for the company that include building relationships with both defense contractors and manufacturers. Several of his initiatives are green initiatives targeted at federal and state government agencies, relying on Executive orders and Federal Trade Commission Guidelines that require governments to make major purchases of environmentally-friendly products. Steven Stubblefield remains the companys Chief Technology Officer.

ITEM 6.

EXHIBITS

(a)

The following exhibits are attached to this Quarterly Report:

|                |  |                                                                                                                        
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit 
Number |  | Description                                                                                                            
|                |  |                                                                                                                        
|31.1            |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                |  |                                                                                                                        
|31.2            |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                |  |                                                                                                                        
|32.1            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|                |  |                                                                                                                        
|32.2            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 







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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:  March 21, 2008

| |                               |                                                                             
| | ----------------------------- | ----------------------------------------------------------------------------
| | First Responder Products Inc.
| |                               |                                                                             
| |                               |                                                                             
| | By:                           | /s/ Richard Reincke                                                         
| |                               | Richard Reincke                                                             
| |                               | Chief Financial Officer
(Principal Financial Officer and Authorized Officer)





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EXHIBIT INDEX

|                |  |                                                                                                                        
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit 
Number |  | Description                                                                                                            
|                |  |                                                                                                                        
|31.1            |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                |  |                                                                                                                        
|31.2            |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                |  |                                                                                                                        
|32.1            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|                |  |                                                                                                                        
|32.2            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002