UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|                                                               | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: April 30, 2008                
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________





First Responder Products Inc.

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



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



15455 N. Greenway-Hayden Loop, Suite C4

Scottsdale, Arizona 85260

(address of principal executive offices)

(480) 619-4747

(issuers telephone number)



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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the issuers common equity outstanding as of June 23, 2008 was approximately 10,500,000 shares of common stock, par value $.001.

Transitional Small Business Disclosure Format (Check one): Yes   ̈   No  ý











---

INDEX TO FORM 10-QSB FILING

FOR THE PERIOD ENDED APRIL 30, 2008

TABLE OF CONTENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PART I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Item 1.
Financial Statements
3
Balance Sheets as of April 30, 2008
3
Statements Of Operations for the Three Month Periods Ended April 30, 2008
and April 30, 2007
4
Statements Of Stockholders' Equity (Deficit)
5
Statements Of Cash Flows for the Three Month Periods Ended April 30, 2008
and April 30, 2007
6
Notes To The Condensed Financial Statements
7
Item 2
Managements Discussion And Analysis Of Financial Condition And Results Of Operations
8
Item 3.
Controls And Procedures
14
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
15
Item 4.
Submission Of Matters To A Vote Of Security Holders
15
Item 5.
Other Information
15
Item 6.
Exhibits
16
Signatures
17







---

PART I- FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

FIRST RESPONDER PRODUCTS, INC.

BALANCE SHEETS

|                                                                                                                                   |  |                |            |                  |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | ---------------- | - | ---------- | -
|                                                                                                                                   |  | April 30,
2008 |            | October 31,
2007 |  
|                                                                                                                                   |  | (Unaudited)    |            |                  |   |           
|ASSETS                                                                                                                             |  |                |            |                  |   |            |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|CURRENT ASSETS                                                                                                                     |  |                |            |                  |   |            |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|Cash                                                                                                                               |  | $              | 29,668     |                  | $ | 65,663     |  
|Accounts receivable, net                                                                                                           |  |                | 122,276    |                  |   | 179,399    |  
|Inventory                                                                                                                          |  |                | 166,322    |                  |   | 39,991     |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|Total Current Assets                                                                                                               |  |                | 318,266    |                  |   | 285,053    |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|PROPERTY AND EQUIPMENT, net                                                                                                        |  |                | 37,030     |                  |   | 41,191     |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|TOTAL ASSETS                                                                                                                       |  | $              | 355,296    |                  | $ | 326,244    |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                     |  |                |            |                  |   |            |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|CURRENT LIABILITIES                                                                                                                |  |                |            |                  |   |            |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|Accounts payable and accrued expenses                                                                                              |  | $              | 359,492    |                  | $ | 241,742    |  
|Accrued interest payable                                                                                                           |  |                | 3,188      |                  |   | 2,875      |  
|Note payable-related party, net of discount                                                                                        |  |                | 1,016,935  |                  |   | 560,336    |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|Total Current Liabilities                                                                                                          |  |                | 1,379,615  |                  |   | 804,953    |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|LONG-TERM DEBT                                                                                                                     |  |                |           |                  |   |           |  
|                                                                                                                                   |  |                |            |                  |   |            |  
|TOTAL LIABILITIES                                                                                                                  |  |                | 1,379,615  |                  |   | 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                                                                                   |  |                | (4,483,352 | )                |   | (3,842,345 | )
|                                                                                                                                   |  |                |            |                  |   |            |  
|Total Stockholders' Equity (Deficit)                                                                                               |  |                | (1,024,319 | )                |   | (478,709   | )
|                                                                                                                                   |  |                |            |                  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                               |  | $              | 355,296    |                  | $ | 326,244    |  



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



3



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FIRST RESPONDER PRODUCTS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|--------------------------------------------------- |  | ------------------------------------ | --------- | ---------------------------------- | - | --------- | - | ---- | --------- | - | - | --------- | -
|                                                    |  | For the Three Months Ended
April 30, |           | For the Six Months Ended
April 30, |  
|                                                    |  | 2008                                 |           | 2007                               |   | 2008      |   | 2007 |          
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|REVENUES                                            |  | $                                    | 194,517   |                                    | $ | 49,149    |   | $    | 345,395   |   | $ | 74,030    |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|COST OF GOODS SOLD                                  |  |                                      | 127,567   |                                    |   | 31,091    |   |      | 232,568   |   |   | 49,368    |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|GROSS PROFIT                                        |  |                                      | 66,950    |                                    |   | 18,058    |   |      | 112,827   |   |   | 24,662    |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|OPERATING EXPENSES                                  |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|Depreciation and amortization                       |  |                                      | 2,451     |                                    |   | 558       |   |      | 4,902     |   |   | 1,115     |  
|General and administrative                          |  |                                      | 330,475   |                                    |   | 285,338   |   |      | 691,323   |   |   | 468,974   |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|Total Expenses                                      |  |                                      | 332,926   |                                    |   | 285,896   |   |      | 696,225   |   |   | 470,089   |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|LOSS FROM OPERATIONS                                |  |                                      | (265,976  | )                                  |   | (267,838  | ) |      | (583,398  | ) |   | (445,427  | )
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|OTHER INCOME (EXPENSES)                             |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|Interest expense                                    |  |                                      | (20,170   | )                                  |   | (2,178    | ) |      | (57,740   | ) |   | (3,867    | )
|Interest income                                     |  |                                      | 38        |                                    |   | 184       |   |      | 131       |   |   | 306       |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|Total Other Income (Expenses)                       |  |                                      | (20,132   | )                                  |   | (1,994    | ) |      | (57,609   | ) |   | (3,561    | )
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|NET LOSS BEFORE INCOME TAXES                        |  |                                      | (286,108  | )                                  |   | (269,832  | ) |      | (641,007  | ) |   | (448,988  | )
|INCOME TAX EXPENSE                                  |  |                                      |          |                                    |   |          |   |      |          |   |   |          |  
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|NET LOSS                                            |  | $                                    | (286,108  | )                                  | $ | (269,832  | ) | $    | (641,007  | ) | $ | (448,988  | )
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|BASIC LOSS PER SHARE                                |  | $                                    | (0.03     | )                                  | $ | (0.04     | ) | $    | (0.07     | ) | $ | (0.07     | )
|                                                    |  |                                      |           |                                    |   |           |   |      |           |   |   |           |  
|BASIC WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING |  |                                      | 9,356,133 |                                    |   | 6,720,050 |   |      | 9,336,133 |   |   | 6,688,550 |  



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



4



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FIRST RESPONDER PRODUCTS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|--------------------------------------------------- |  | --------- |  | - | ----- |  | -------------------------- | --------- | -------------------------- | - | ------------------- | - | ----- | ---------- | - | - | ---------- | -
|                                                    |  |           |  |   |       |  | Additional
Paid-In
Capital |           | Additional
Paid-In
Capital |   | Accumulated
Deficit |   | Total |           
|Common Stock                                       
|Shares                                              |  | Amount   
|Balance, October 31, 2006                           |  | 6,573,300 |  | $ |       |  | $                          | 1,092,500 |                            | $ |                    |   | $     | (956,450   | ) | $ | 142,623    |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Common stock issued for
cash at $1.00 per share     |  | 1,029,500 |  |   | 1,030 |  |                            | 1,028,470 |                            |   | (325,000            | ) |       |           |   |   | 704,500    |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Fair value of warrants                              |  |          |  |   |      |  |                            | 78,271    |                            |   |                    |   |       |           |   |   | 78,271     |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Beneficial conversion feature
of convertible debt   |  |          |  |   |      |  |                            | 41,792    |                            |   |                    |   |       |           |   |   | 41,792     |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Common stock issued for
debt at $0.30 per share     |  | 333,333   |  |   | 333   |  |                            | 99,667    |                            |   |                    |   |       |           |   |   | 100,000    |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Common stock issued for
services at $1.00 per share |  | 1,340,000 |  |   | 1,340 |  |                            | 1,338,660 |                            |   |                    |   |       |           |   |   | 1,340,000  |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Net loss for the year ended
October 31, 2007        |  |          |  |   |      |  |                            |          |                            |   |                    |   |       | (2,885,895 | ) |   | (2,885,895 | )
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Balance, October 31, 2007                           |  | 9,276,133 |  |   | 9,276 |  |                            | 3,679,360 |                            |   | (325,000            | ) |       | (3,842,345 | ) |   | (478,709   | )
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Beneficial conversion feature
of convertible debt   |  |          |  |   |      |  |                            | 15,397    |                            |   |                    |   |       |           |   |   | 15,397     |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Common stock issued for
services at $1.00 per share |  | 80,000    |  |   | 80    |  |                            | 79,920    |                            |   |                    |   |       |           |   |   | 80,000     |  
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Net loss for the six months
ended April 30, 2008    |  |          |  |   |      |  |                            |          |                            |   |                    |   |       | (641,007   | ) |   | (641,007   | )
|                                                    |  |           |  |   |       |  |                            |           |                            |   |                     |   |       |            |   |   |            |  
|Balance, April 30, 2008                             |  | 9,356,133 |  | $ | 9,356 |  | $                          | 3,774,677 |                            | $ | (325,000            | ) | $     | (4,483,352 | ) | $ | (1,024,319 | )





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



5



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FIRST RESPONDER PRODUCTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                                            |  |                                    |          |      |   |          |  
|--------------------------------------------------------------------------- |  | ---------------------------------- | -------- | ---- | - | -------- | -
|                                                                            |  | For the Six Months Ended
April 30, |         
|                                                                            |  | 2008                               |          | 2007 |  
|                                                                            |  |                                    |          |      |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                    |          |      |   |          |  
|                                                                            |  |                                    |          |      |   |          |  
|Net loss                                                                    |  | $                                  | (641,007 | )    | $ | (448,988 | )
|Adjustments to reconcile net loss to
net cash used by operating activities: |  |                                    |          |      |   |          |  
|Amortization of discount on convertible debt                                |  |                                    | 6,599    |      |   |         |  
|Common stock purchase options granted for services                          |  |                                    | 15,397   |      |   | 78,271   |  
|Depreciation expense                                                        |  |                                    | 4,902    |      |   | 1,115    |  
|Changes in operating assets and liabilities:                                |  |                                    |          |      |   |          |  
|(Increase) in inventory                                                     |  |                                    | (126,331 | )    |   | (51,489  | )
|(Increase) in accounts receivable                                           |  |                                    | 57,123   |      |   | (1,039)  |  
|Increase (decrease) in accounts payable and
and accrued expenses            |  |                                    | 118,063  |      |   | 41,955   |  
|                                                                            |  |                                    |          |      |   |          |  
|Net Cash Used by Operating Activities                                       |  |                                    | (565,254 | )    |   | (380,175 | )
|                                                                            |  |                                    |          |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                    |          |      |   |          |  
|                                                                            |  |                                    |          |      |   |          |  
|Property and equipment purchased                                            |  |                                    | (741     | )    |   | (23,482  | )
|                                                                            |  |                                    |          |      |   |          |  
|Net Cash Used by Investing Activities                                       |  |                                    | (741     | )    |   | (23,482  | )
|                                                                            |  |                                    |          |      |   |          |  
|CASH FLOWS FROM FINIANCING ACTIVITIES                                       |  |                                    |          |      |   |          |  
|                                                                            |  |                                    |          |      |   |          |  
|Repayment to related parties                                                |  |                                    | (50,000  | )    |   | (121,821 | )
|Borrowings from related parties                                             |  |                                    | 500,000  |      |   | 100,000  |  
|Common stock issued for cash                                                |  |                                    | 80,000   |      |   | 230,500  |  
|                                                                            |  |                                    |          |      |   |          |  
|Net Cash Provided by Financing Activities                                   |  |                                    | 530,000  |      |   | 208,679  |  
|                                                                            |  |                                    |          |      |   |          |  
|NET INCREASE (DECREASE) IN CASH                                             |  |                                    | (35,995  | )    |   | (194,978 | )
|                                                                            |  |                                    |          |      |   |          |  
|CASH AT BEGINNING OF PERIOD                                                 |  |                                    | 65,663   |      |   | 280,831  |  
|                                                                            |  |                                    |          |      |   |          |  
|CASH AT END OF PERIOD                                                       |  | $                                  | 29,668   |      | $ | 85,853   |  
|                                                                            |  |                                    |          |      |   |          |  
|SUPPLIMENTAL DISCLOSURES OF 
CASH FLOW INFORMATION:                         |  |                                    |          |      |   |          |  
|Cash Paid For:                                                              |  |                                    |          |      |   |          |  
|Interest                                                                    |  | $                                  | 32,026   |      | $ | 8,740    |  
|Income taxes                                                                |  |                                    |         |      |   |         |  
|Non Cash Financing Activities:                                              |  |                                    |          |      |   |          |  
|Common stock issued for debt                                                |  | $                                  |         |      | $ |         |  









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



6



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FIRST RESPONDER PRODUCTS, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2008 AND OCTOBER 31, 2007

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 April 30, 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 April 30, 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.



7



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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 April 30, 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

In July 2008 the Company will be changing its name to GWS Technologies, Inc. to reflect the Companys decision to focus more of its resources on providing environmentally friendly products and alternative energy solutions to the government and consumer markets. Despite a new emphasis on these green product lines, the Company will continue to operate its homeland security and emergency product ecommerce business operations under the fictitious names First Responder Products, CERT Products and Security Surplus. Those operations include the distribution of products from a variety of established manufacturers and also the introduction of 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.

The eco-friendly product lines include consumer products based on alternative energy technologies, including wind and solar. The homeland security and emergency product lines include 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.

GWS Technologies, Inc. anticipates providing its customers with solar-power systems and wind-powered, renewable energy generation solutions ranging from handheld devices that can power an iPod to large vertical wind turbines that can power a building. These renewable energy solutions provide both environmental benefits and energy security. The United States currently relies heavily on coal, oil, and natural gas for its energy. These fossil fuels are nonrenewable, finite resources that will eventually dwindle, becoming too expensive or too environmentally damaging to retrieve. In contrast, renewable energy resources  such as wind and solar energy  are constantly replenished and will never run out.

Ethical consumerism is on the rise as more marketers, retailers, and consumers realize that their actions have ethical, social, and environmental consequences. Consumers increasingly are shopping with their conscience, say experts, who note the rapid growth in sales of organic, local, humane, Fair Trade, and eco-friendly goods. GWS



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hopes to capitalize on the wave of emerging environmental regulations, and government-wide green initiatives, that are changing the way consumers, the commercial sector, and even governments, do business.

Environmentally preferable means "products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. The Environmental Protection Agency's Environmentally Preferable Purchasing Program, or EPP, started in 1993 after the signing of Executive Order 12873, and continues today under Executive Order 13423. The program was originally created with the purpose of using the federal government's enormous buying power to stimulate market demand for green products and services. The United States federal government is one of the world's largest consumers, with total spending estimated at $350 billion for goods and services each year. Therefore, the federal governments purchasing power exerts a tremendous influence on which products and services are available in the national marketplace. The Environmentally Preferable Purchasing Program works to ensure that federal government's buying power is working to the greatest extent possible to increase availability of environmentally preferable products, which in turn minimizes environmental impacts. Management believes that the adoption of EPP by states, counties and municipalities will result in increased opportunities for GWS Technologies green product lines.

Liquidity and capital resources

Results of Operations

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; and accounting and legal fees relating to our reporting obligations. During the last quarter we have significantly reduced our advertising expenditures, which has resulted in a decrease in our Internet sales.

We currently operate four e-commerce websites: www.firstresponderproducts.com, www.certproducts.com, www.securitysurplus.com, and www.greenwindsolar.com. We also bid on contracts let by government agencies. Revenues for the three months ended April 30, 2008 were $194,517, as compared with revenues of $49,149 for the three months ended April 30, 2007. The increase in revenues was due to a significant increase in our competitive bidding activities for the period ended April 30, 2008 when compared to the corresponding period in 2007. We have approximately $315,000 in contract awards that we are currently unable to fulfill because we do not have purchase order and accounts receivable financing. We are presently negotiating for such financing but there can be no assurance that we will be able to obtain all or part of the financing necessary to fulfill these contracts.

Our cost of goods sold for the three months ended April 30, 2008 were $127,567, for a gross profit of $66,950, as compared with cost of goods sold for the corresponding period in 2007 at $31,091, for a gross profit of $18,058, during the three months ended April 30, 2007.

We have incurred losses since our inception. Our net loss was $265,976 for the three-month period ended April 30, 2008, as compared to $267,838 for the same period for the prior year. Cash at the end of the period was $29,668, as compared with $65,663 at the end of the corresponding period in 2007. Our accounts receivable at April 30, 2008 were $122,276 with inventory of $166,322.

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.

Our continuation as a going concern is in doubt and we may be forced to cease business operations unless we can generate more profitable operations in the future.

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



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business and administrative expenses. Moreover, although we are making gross profits on Internet product sales and competitive bidding contracts, we need to do a higher volume of profitable business in order to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our lack of financing resources for large competitive bid awards has resulted in difficulties in meeting pending competitive bid award orders and in timely fulfilling Internet orders. If we cannot raise additional capital to meet our obligations, we will be insolvent and will cease business operations. Our auditor has therefore recognized that there is substantial doubt about our ability to continue as a going concern.

If we do not obtain additional financing, our business will fail.

Our current operating funds are not sufficient to finance our current business operations. Our revenues from operations for the quarter ended April 30, 2008 have increased significantly when compared to the corresponding quarter in 2007, but are still not sufficient to fund our operations entirely. The rapid growth we have experienced over the previous fiscal year, coupled with the failure of the company to receive funding it anticipated, has created significant cash flow problems for the company. As we moved from primarily an ecommerce company to realizing an increased portion of our revenues from competitive bidding activities, our cash flow needs increased significantly, and we increased our commitments to suppliers and to our landlord based on representations from third parties that funding for these increased activities would be provided to the company in a timely manner. That did not occur, and we have been delinquent in paying many of our key suppliers and other important financial obligations.

If we fail to arrange for sufficient purchase order, accounts receivable and inventory financing, as well as capital for ongoing operating expenses, in 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. The debt financing we have incurred 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.

Because management does not have any technical experience in the alternative energy sector, our business has a higher risk of failure.

While our management has experience in product distribution, it does not have technical training in the field of alternative energy, or in solar or wind energy technologies. As a result, we may not be able to recognize and take advantage of new product or other opportunities in the alternative energy sector without the assistance of new employees or qualified consultants. Management may not be fully aware of the specific requirements related to product development and distribution in the alternative energy field and therefore our new focus on alternative energy and eco-friendly products and technologies may not be successful.

If we are unable to employ and retain qualified employees and consultants, our business will fail.

Competition for qualified employees in the emerging alternative energy and eco-friendly products industries is intense, and our future success depends, in part, upon our ability to attract, retain and motivate highly skilled employees. Our present management has no experience in the alternative energy industry. Attracting qualified employees will require us to offer competitive compensation packages, including stock options which are perceived to have some value. Moreover, managing the integration of new personnel could pose significant risks to our development and progress. The addition of such personnel may result in significant changes in our utilization of cash resources and our management structure. There is no assurance that we will be able to attract, train, retain or motivate highly qualified technical and managerial personnel in the future.

Our president has been deferring significant portions of his salary because of our cash flow difficulties and cannot continue to work without being fully compensated indefinitely. Additionally, 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.



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The rapid growth we have experienced over the previous fiscal year, coupled with the failure of the company to receive funding it anticipated, resulted in a rapid expansion of both our workforce and our facilities, then a scaling back due to cash flow problems. This volatility in our employee base has placed a significant strain on our managerial, operational and financial resources.

Because we do not have an audit or compensation committee, shareholders will have to rely on the board of directors, which is composed of only two directors who are not independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. The two members of the board of directors are not independent directors. Thus, there is a potential conflict in that the board member who is management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

The trading price of our common stock historically has been volatile and may not reflect its value.

The trading price of our common stock has fluctuated widely since it was listed for quotation on the OTC Bulletin Board. During the last twelve months our stock has traded at a low of $0.06 and a high of $2.60. The trading price may be affected by a number of factors including our operating results, general economic conditions, market demand for our common stock, and various other events or factors both in and out of our control, including concerted efforts by a group of shareholders buying and selling our common stock to intentionally inflate, or reduce, trading price and volume (see the disclosure set forth in Part II, Item 1 below regarding legal action by the company to address this problem). In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of 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.

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 alternative energy and emerging eco-friendly, green industry sectors 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 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.

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



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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 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



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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

(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

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.

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.

Keeping in compliance with changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, will require an increased amount of management time and company resources. Among other things, 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.



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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.

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 (who is also currently our principal financial officer) has 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 is 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 1.

LEGAL PROCEEDINGS

On May 27, 2008, the Company filed a complaint in the United States District Court, Central District of California, against Douglas G. Furth individually and allegedly dba Millennium Consulting Group, Inc., a defunct Ohio corporation; Mark Fixler; JAG Enterprises, LLC; Michel Attias; Brendon Attias; Timothy Garlin; and various DOE defendants for disgorgement of short-swing profits in violation of the Securities Exchange Act of 1934, Section 16(b) and for recovery of damages for fraud and deceit. The amount of defendants short-swing profit liability is unknown at this time but the Company intends to engage in expedited discovery to determine defendants trading profits which, by statute, must be returned to the Company. The Company anticipates amending its Complaint if and when other claims are revealed against these and other defendants.

The Company is a named defendant in an action pending in Ohio State court. The action was filed in May 2008 by Plaintiff JAG Enterprises, LLC. The action claims the Company allegedly breached the payment terms of a promissory note in the amount of $175,000.00. The Company has filed a request to remove that action to federal court and may seek to consolidate the action with the controlling federal action it has filed in United States District Court, Central District of California, against JAG Enterprises, LLC and other defendants (see above). As specified in its federal action, the Company believes it is not liable to this Plaintiff and intends to vigorously defend its legal position.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Companys Board of Directors adopted a resolution on May 15, 2008 recommending to the stockholders of the Company that the Companys Certificate of Incorporation be amended in order to provide for (i) a name change, and (ii) a reverse stock split of the Company's issued and outstanding shares of Common Stock. On May 25, 2008 stockholders collectively holding a majority of the voting power of the Companys Common Stock, approved, by written consent pursuant to Section 228 of the Delaware General Corporation Law, (i) an amendment to our Certificate of Incorporation to change the Companys name from First Responder Products Inc. to GWS Technologies, Inc. (the Name Change); and (ii) a reverse stock split of the Companys Common Stock at a specific ratio, ranging from a minimum ratio of one-for-five to a maximum ratio of one-for-twenty, to be determined by the Board of Directors, in its sole discretion, at any time within a six month period from the Record Date (the Reverse Split). The written consent also approved any corporate actions necessary by the officers of the Company to obtain a new trading symbol and CUSIP number for the Common Stock.

The Board of Directors also approved the repricing of all outstanding employee stock options to purchase shares of our Common Stock currently outstanding under the First Responder Products Inc. 2007 Stock Option Plan. On May 25, 2008 a majority of the shareholders approved the new exercise price of these options, which will be set at $0.10, which is higher than the closing sale price of our Common Stock on the OTC Bulletin Board from May 15, 2008 to the present. TThe repricing provides an opportunity to motivate our employees and directors to create stockholder value. By realigning the exercise prices of previously-granted employee stock options with the current value of our Common Stock, we believe that our equity compensation awards will again become an important tool to help retain our employees and motivate them to continue to create stockholder value. In addition, the repricing allows us to conserve cash resources and does not result in additional outstanding stock options. If the Reverse Stock Split is effected, the Board will appropriately adjust the exercise price, grant price or purchase price relating to any outstanding option award. All adjustments will be done in a manner to prevent the dilution or enlargement of the rights of grantees.

ITEM 5.

OTHER INFORMATION

None



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ITEM 6.

EXHIBITS

(a)

The following exhibits are attached to this Quarterly Report:

|               |  |                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                            
|               |  |                                                                                                                        
|31             |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                                        
|32             |  | 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.

|                      |  |                               |                                                      
|--------------------- |  | ----------------------------- | -----------------------------------------------------
|                      |  | FIRST RESPONDER PRODUCTS INC.
|                      |  |                               |                                                      
|                      |  |                               |                                                      
|Date:   June 23, 2008 |  | By:                           | /s/ RICHARD REINCKE                                  
|                      |  |                               | Chief Financial Officer                              
|                      |  |                               | (Principal Financial Officer and
Authorized  Officer)







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EXHIBIT INDEX

|               |  |                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                            
|               |  |                                                                                                                        
|31             |  | Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |  |                                                                                                                        
|32             |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002