UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB

(Mark  One)



[X ]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934   For  the  quarterly  period  ended July 31, 2007



[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT For the transition period from __________ to _____________



| |                                                    | 
| | -------------------------------------------------- | 
| | First Responder Products Inc.                      | 
| | (Exact name of registrant as specified in charter) | 



|                                               |  |  |                                  
|---------------------------------------------- |  |  | ---------------------------------
|Delaware                                       |  |  | 20-2721447                       
|(State or other jurisdiction
of incorporation) |  |  | (IRS Employer
Identification No.)



| |                                                                   | 
| | ----------------------------------------------------------------- | 
| | 15455 N. Greenway-Hayden Loop, Suite C4
Scottsdale, Arizona 85260 | 
| | (Address of principal executive offices)                          | 



| |                                                      | 
| | ---------------------------------------------------- | 
| | (480) 619-4747                                       | 
| | (Registrants Telephone Number, including Area Code) | 



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 [X]      No [  ]



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



APPLICABLE ONLY TO CORPORATE ISSUERS



The number of shares of the issuers common equity outstanding as of September 14, 2007 was approximately 8,100,333 shares of common stock, par value $.001.

Transitional Small Business Disclosure Format (Check one):   Yes [  ]     No [X ]



3



---

INDEX TO FORM 10-QSB FILING

FOR THE PERIOD ENDED JULY 31, 2007

TABLE OF CONTENTS





|                               |                                                                                     |                                                                                             |   |      | 
|------------------------------ | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | - | ---- | 
|                               |                                                                                     |                                                                                             |   | Page
|Part I - Financial Information |                                                                                     |                                                                                            
|                               | Item 1:  Financial Statements                                                       |                                                                                             |  
|                               |                                                                                     | Balance Sheet as of July 31, 2007                                                           |   | 3   
|                               |                                                                                     | Statements of Operations for the three month periods ended
July 31, 2007 and July 31, 2006  |   | 4   
|                               |                                                                                     | Statements  of Cash Flows for the three month periods ended
July 31, 2007 and July 31, 2006 |   | 5   
|                               |                                                                                     | Notes to Financial Statements                                                               |   | 6   
|                               | Item 2:  Management's Discussion and Analysis                                       |                                                                                             |  
|                               |                                                                                     | Management's Discussion and Analysis of Financial Condition                                 |   |     
|                               |                                                                                     | and Results of Operations                                                                   |   | 7   
|                               | Item 3.  Controls and Procedures                                                    |                                                                                             | 9
|Part II - Other Information    |                                                                                     |                                                                                            
|                               | Item 1:  Legal Proceedings  (inapplicable)                                          |                                                                                             | 9
|                               | Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds (inapplicable) |                                                                                             | 9
|                               | Item 3.  Defaults Upon Senior Securities (inapplicable)                             |                                                                                             | 9
|                               | Item 4:  Submission of Matters to a Vote of Security Holders (inapplicable)         |                                                                                             | 9
|                               | Item 5:  Other Information                                                          |                                                                                             | 9
|                               | Item 6:  Exhibits                                                                   |                                                                                             | 9
|                               | Signatures                                                                          |                                                                                             |   | 10  





4



---

PART I- FINANCIAL INFORMATION



MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED



Report of Independent Registered Public Accounting Firm



To the Board of Directors

First Responder Products Inc.



We have reviewed the accompanying balance sheet of First Responder Products Inc. as of August 30, 2007, and the related statements of operations, retained earnings, and cash flows for the nine months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States).  All information included in these financial statements is the representation of the management of First Responder Products Inc.



A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles.





/s/ Moore & Associates, Chartered



Moore & Associates, Chartered

Las Vegas, Nevada

September 18, 2007







2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501



5



---

ITEM  1.     FINANCIAL  STATEMENTS



FIRST RESPONDER PRODUCTS, INC.

Condensed Balance Sheet



|                                     |                                                                     |                                            |             |                  |         |           |           |         |        
|------------------------------------ | ------------------------------------------------------------------- | ------------------------------------------ | ----------- | ---------------- | ------- | --------- | --------- | ------- | -------
|ASSETS                              
|                                     |                                                                     | July 31,
2007                              |             | October 31, 2006
|                                     |                                                                     | (Unaudited)                                |             |                  |        
|CURRENT ASSETS                       |                                                                     |                                            |             |                  |         |          
|                                     | Cash                                                                |                                            |             |                  | $       | 53,746    |           | $       | 280,831
|                                     | Accounts receivable, net                                            |                                            |             | 6,095            |         |           | -        
|                                     | Inventory                                                           |                                            |             |                  | 80,252  |           |           | -      
|PROPERTY AND EQUIPMENT, net          |                                                                     | 43,446                                     |             |                  | 7,298  
|                                     |                                                                     | TOTAL ASSETS                               |             | $                | 183,539 |           | $         | 288,129
|LIABILITIES AND STOCKHOLDERS' EQUITY
|CURRENT LIABILITIES                  |                                                                     |                                            |             |                  |         |          
|                                     | Accounts payable                                                    |                                            | $           | 102,398          |         | $         | 18,812   
|                                     | Accrued interest-related party                                      |                                            | -           |                  |         | 4,873    
|                                     | Note payable-related party, net of discount                         |                                            | 225,805     |                  |         | 121,821  
|                                     |                                                                     | Total Current Liabilities                  |             | 328,203          |         |           | 145,506  
|LONG-TERM DEBT                       |                                                                     |                                            |             | -                |         |           | -        
|                                     |                                                                     | TOTAL LIABILITIES                          |             |                  | 328,203 |           |           | 145,506
|STOCKHOLDERS' EQUITY                 |                                                                     |                                            |             |                  |         |          
|                                     | 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;      |                                            |             |                  |        
|                                     | 7,881,133 and 6,573,300 shares issued and outstanding, respectively | 7,881                                      |             |                  | 6,573  
|                                     | Additional paid-in capital                                          |                                            |             | 2,274,756        |         |           | 1,092,500
|                                     | Stock subscription receivable                                       |                                            | (325,000)   |                  |         | 0        
|                                     | Deficit accumulated during the development stage                    |                                            | (2,102,301) |                  |         | (956,450)
|                                     |                                                                     | Total Stockholders' Equity                 |             | (144,664)        |         |           | 142,623  
|                                     |                                                                     | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $           | 183,539          |         | $         | 288,129  



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



6



---

FIRST RESPONDER PRODUCTS, INC.

Statements of Operations

(Unaudited)



|                                 |                                     |                               |                                   |          |           |        |        |             |           |           |           |         |        
|-------------------------------- | ----------------------------------- | ----------------------------- | --------------------------------- | -------- | --------- | ------ | ------ | ----------- | --------- | --------- | --------- | ------- | -------
|                                 | For the Three Months Ended July 31, |                               | For theNine Months Ended July 31,
|                                 | 2007                                |                               | 2006                              |          | 2007      |        | 2006  
|REVENUES                         | $                                   | 62,049                        |                                   | $        | -         |        | $      | 136,079     |           | $         | -        
|COST OF GOODS SOLD               |                                     | 40,700                        |                                   |          | -         |        |        | 90,068      |           |           | -        
|                                 | GROSS PROFIT                        |                               | 21,349                            |          |           | -      |        |             | 46,011    |           |           | -      
|OPERATING EXPENSES               |                                     |                               |                                   |          |           |        |        |             |           |           |          
|                                 | Depreciation and amortization       |                               | 1,680                             |          |           | -      |        |             | 2,795     |           |           | -      
|                                 | Professional fees                   |                               | 705,819                           |          |           | 90,878 |        |             | 1,174,793 |           |           | 145,481
|                                 |                                     | Total Expenses                |                                   | 707,499  |           |        | 90,878 |             |           | 1,177,588 |           |         | 145,481
|LOSS FROM OPERATIONS             |                                     | (686,150)                     |                                   |          | (90,878)  |        |        | (1,131,577) |           |           | (145,481)
|OTHER INCOME (EXPENSES)          |                                     |                               |                                   |          |           |        |        |             |           |           |          
|                                 | Interest expense                    |                               | (10,969)                          |          |           | -      |        |             | (14,836)  |           |           | -      
|                                 | Interest income                     |                               | 255                               |          |           | -      |        |             | 561       |           |           | -      
|                                 |                                     | Total Other Income (Expenses) |                                   | (10,714) |           |        | -      |             |           | (14,275)  |           |         | -      
|NET LOSS                         | $                                   | (696,864)                     |                                   | $        | (90,878)  |        | $      | (1,145,852) |           | $         | (145,481)
|BASIC LOSS PER SHARE             | $                                   | (0.09)                        |                                   | $        | (0.02)    |        | $      | (0.16)      |           | $         | (0.03)   
|BASIC WEIGHTED AVERAGE NUMBER OF |                                     |                               |                                   |          |           |        |        |             |           |          
|SHARES OUTSTANDING               |                                     | 7,342,467                     |                                   |          | 5,172,500 |        |        | 7,227,217   |           |           | 5,172,500



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



7



---

FIRST RESPONDER PRODUCTS, INC.

Statements of Cash Flows

(Unaudited)



|                                      |                                              |                                                    |                                           |           |           |            |          |           |           | 
|------------------------------------- | -------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | --------- | --------- | ---------- | -------- | --------- | --------- | 
|                                      | For the Nine Months Ended July 31,          
|                                      | 2007                                         |                                                    | 2006                                     
|CASH FLOWS FROM OPERATING ACTIVITIES  |                                              |                                                    |                                           |           |          
|                                      | Net loss                                     |                                                    |                                           |           | $         | 1,145,852) |          | $         | (145,481)
|                                      | Adjustments to reconcile net loss to         |                                                    |                                           |           |           |           
|                                      | net cash used by operating activities:       |                                                    |                                           |           |           |           
|                                      |                                              | Common stock issued for services                   |                                           | 340,000   |           |            | -       
|                                      |                                              | Common stock purchase options granted for services |                                           | 78,271    |           |            | -       
|                                      |                                              | Depreciation expense                               |                                           |           | 2,795     |            |          | -        
|                                      | Changes in operating assets and liabilities: |                                                    |                                           |           |           |           
|                                      |                                              | (Increase) in inventory                            |                                           |           | (80,252)  |            |          | -        
|                                      |                                              | (Increase) in accounts receivable                  |                                           | (6,095)   |           |            | -       
|                                      |                                              | Increase (decrease) in accounts payable and        |                                           |           |           |            |         
|                                      |                                              | and accrued expenses                               |                                           |           | 85,312    |            |          | -        
|                                      |                                              |                                                    | Net Cash Used by Operating Activities     |           | (725,821) |            |          | (145,481)
|CASH FLOWS FROM INVESTING ACTIVITIES  |                                              |                                                    |                                           |           |          
|                                      |                                              | Property and equipment purchased                   |                                           | (38,943)  |           |            | (7,809) 
|                                      |                                              |                                                    | Net Cash Used by Investing Activities     |           | (38,943)  |            |          | (7,809)  
|CASH FLOWS FROM FINIANCING ACTIVITIES |                                              |                                                    |                                           |           |          
|                                      |                                              | Repayment to related parties                       |                                           | (121,821) |           |            | (38,000)
|                                      |                                              | Borrowings from related parties                    |                                           | 250,000   |           |            | 103,321 
|                                      |                                              | Common stock issued for cash                       |                                           | 409,500   |           |            | 103,100 
|                                      |                                              |                                                    | Net Cash Provided by Financing Activities |           | 537,679   |            |          | 168,421  
|                                      |                                              | NET INCREASE (DECREASE) IN CASH                    |                                           | (227,085) |           |            | 15,131  
|                                      |                                              | CASH AT BEGINNING OF PERIOD                        |                                           | 280,831   |           |            | -       
|                                      |                                              | CASH AT END OF PERIOD                              | $                                         | 53,746    |           | $          | 15,131  
|SUPPLIMENTAL DISCLOSURES OF           |                                              |                                                    |                                           |           |          
|                                      | CASH FLOW INFORMATION:                       |                                                    |                                           |           |           |            |         
|                                      | Cash Paid For:                               |                                                    |                                           |           |           |            |          |          
|                                      |                                              | Interest                                           |                                           |           | $         | 8,740      |          | $         | -        
|                                      |                                              | Income taxes                                       |                                           |           |           | -          |          |           | -        



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





8



---

FIRST RESPONDER PRODUCTS, INC.

Notes to the Condensed Financial Statements

July 31, 2007 and October 31, 2006





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 July 31, 2007, 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, 2006 audited financial statements.  The results of operations for the periods ended July 31, 2007 and 2006 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.



9



---

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 July 31, 2007, 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.

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.

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.



10



---

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.

During July 2007 we relocated to larger facilities to accommodate an increase in sales personnel, as well as an increase in our direct bidding activities and Internet sales. Due to continued growth, we have now signed an amendment to our new lease further increasing our warehouse and shipping facilities (as of September 1, 2007) and adding additional sales offices (the projected date of occupancy is October 15, 2007). This expansion has resulted in an increased need for capital. Management believes that controlling and managing our growth is currently one of the companys most significant challenges.

Ourcurrent sources of capital are cash at July 31, 2007 of $53,746, and revenues of $62,049 for the quarter, which we derived through our ecommerce websites and through the direct sale of products to first responders, public safety agencies, municipalities, and consumers. We currently have cash available to fund our operations for the next 6 months. Our material cash expenditures have been general and administrative expenses, including payroll expenses and office rent; expenses relating to purchasing inventory; advertising expenses; travel, lodging, shipping costs and exhibition fees relating to our participation in trade shows; and shipping and other costs associated with our sales and fulfillment activities, as well as accounting and legal fees relating to our reporting obligations.



Although our revenues have increased each of the last four fiscal quarters, we must raise additional capital during the next 12 months to fully implement our business plan and continue our growth. 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 generated most of our revenue in the three months ending July 31, 2007 from online customers through www.firstresponderproducts.com. Revenues for the three months ended July 31, 2007 were $62,049, as compared with no revenue for the three months ended July 31, 2006. The increase in revenues was due to increased website traffic, a consequence of both advertising and word-of-mouth in the military, first responder and consumer communities.



Our cost of goods sold for the three months ended July 31, 2007 were $40,700, for a gross profit of $21,349, as compared with no activity, during the three months ended July 31, 2006.

Our competitive bidding activities have increased significantly over the last quarter. We also incurred increased costs associated with the design, preparation, and printing of marketing and product informational material. The increase in our marketing activities and costs includes exhibiting products at trade shows and security events such as GovSec (the Government Security Expo and Conference) and sponsoring informational webcasts and podcasts which provide valuable information to our customers.

We have incurred losses since our inception. Our net loss from operations was $686,150 for the three-month period ended July 31, 2007, as compared to $90,878 for the same period for the prior year. We incurred professional fees of $705,819 during the three-month period ended July 31, 2007, as compared to $90,878 during the same period for the prior year. The increase was the result of legal and accounting expenses and other expenses incidental to our reporting obligations as a public company and to the increase in our requirements for transactional legal and accounting services.



Our inventory increased by $80,252 during the three-month period ended July 31, 2007.







11





---

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 competitive bidding activities during the last two quarters have resulted in recent awards including a contract to provide fire fighting gloves to the City of Scottsdale, the result of a successful competitive sealed solicitation conducted by the City of Scottsdale's Purchasing Division; a contract to provide binoculars to the City of Columbus, Ohio; a contract to provide Snake Eye inspection equipment to Luke Air Force Base in Arizona; a contract to provide stretchers to Fort Sam Houston in Texas; two separate awards to provide Field Operating Guides to the City of Parma Fire Department and City of Parma Community Emergency Response Team; an award to provide Field Operating Guides to a Missouri CERT; a contract to provide first aid kits to the Modesto Fire Department; and a contract to rovide safety gloves and goggles to the National Institute of Standards and Technology.

In May 2007 we launched www.certproducts.com, site which focuses on the Community Emergency Response Team, or CERT, market, and provides specialized disaster response trailers and other packaged emergency response products geared toward the CERT market. Over the next 12 months we plan to reach these customers through advertising and appearances at trade shows, as well as through participation in the CERT community through webcasts and podcasts of special interest to CERT personnel.

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.

Our ecommerce sales depend on qualified traffic.  We have been very successful in increasing our Alexa rating1 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 email marketing campaigns to Community Emergency Response Teams to raise awareness of our products in that community.

We are also expanding our outside sales force and contemplate augmenting our sales staff with manufacturers representatives located outside Arizona. We are concentrating our initial outside sales efforts on opportunities in the State of Arizona. As specified below, many of the federal trends in homeland security funding and focus complement and reinforce the local homeland security efforts in Arizona.

Trends in the Homeland Security Industry

The Department of Homeland Security opines that President Bushs Fiscal Year (FY) 2007 budget recognizes that securing Americas borders is a top priority. Accordingly, the U.S. Customs and Border Protection (CBP) budget request for FY 2007 represents an increase of $702.31 million (+9.83%) over FY 2006. During FY 2007 budget, CBPs budget reflects $6.57 billion in appropriated resources and $1.27 billion in funding acquired through user fees, for a total of $7.84 billion.

1Alexa Internet, Inc. is a subsidiary of Amazon.com that provides ranking information on website traffic.





12





---

Within the Department of Homeland Security, CBP is the agency responsible for securing our Nations borders, while facilitating global trade. The FY 2007 budget allows CBP to fulfill its priority mission of preventing terrorists and terrorist weapons from entering the U.S., while simultaneously facilitating the flow of people and trade across our borders.  The FY 2007 budget also provides the necessary resources to ensure that CBP continues to fulfill its traditional missions that include: combating the flow of illegal drugs and other contraband, protecting our agricultural and economic interests from harmful pests and diseases, collecting import duties, and enforcing U.S. trade laws.

The FY 2007 budget supports the DHS Secure Border Initiative, a comprehensive multi-year plan to secure Americas borders and reduce illegal migration. Operational control of our borders cannot be obtained effectively without a comprehensive and integrated border security and enforcement system, which leverages investment in agents, technology, infrastructure and facilities. These initiatives provide funding for a variety of the products which we distribute to law enforcement. Some of these specific initiatives are:

Secure Border Initiative (SBI)

Increased Border Patrol Presence Between Ports of Entry



Provides an additional $458.9 million for 1,500 Border Patrol agents and associated costs, directly supporting the strategic goal to increase and extend control of the borders between the ports of entry. Included in this amount are funding for agents and support staff, relocations, information technology upgrades, training, and construction costs for improvements and expansions to Border Patrol facilities. A portion of this funding ($4.691 million) will be used by the Federal Law Enforcement Training Center to increase its training capacity.

Border Technology



Adds $100 million to expand purchases of critically needed border technology infrastructure between our Nations ports of entry.

o

Increased border technology will not only dramatically improve our electronic surveillance capabilities along the southern and northern borders, but it will significantly strengthen our ability to detect, intercept, and secure the borders against illegal aliens, potential terrorist, weapons of mass destruction, illegal drugs and other contraband.

Arizona Border Control Initiative (ABCI)



Adds $8.5 million to provide continued support of Border Patrol agents working on the Arizona Border Control Initiative (ABCI), to cover costs for travel, lodging and overtime.

o

Placing additional personnel in camp details, infrastructure and technologies in high traffic areas raises the effectiveness of law enforcement operations and creates a deterrent that will inhibit smuggling organizations.

o

ABCI involves hundreds of local, state, tribal, and federal law enforcement officers in a cooperative Arizona effort to secure the border with enhanced personnel, technology and aviation assets. One of the major components is the removal of migrants from the dangers associated with crossing the border illegally.

Western Arizona Tactical Infrastructure



Adds $50.8 million for the construction of permanent vehicle barriers in Western Arizona.

o

Tactical infrastructure prevents and deters illegal border crossings and provides a force-multiplier by enhancing agent efficiency in responding to and interdicting illegal entrants.



13





---

San Diego Border Infrastructure System



Provides an additional $30 million to fund the land acquisition and construction of the San Diego Border Infrastructure System project that includes multiple fences, lighting, and patrol roads enabling quick enforcement response.

o

The San Diego Border Infrastructure System will give the United States significantly greater control of the most urbanized corridor of our border with Mexico.

Customs-Trade Partnership Against Terrorism (C-TPAT)



The budget provides $55 million for support of Customs-Trade Partnership Against Terrorism (C-TPAT), to review and improve the security of partner organizations though the cargo supply-chain.

o

Through C-TPAT, CBP works with importers, carriers, brokers, and other industry sectors to emphasize a seamless security-conscious environment throughout the entire commercial process, from the foreign factory through transportation and importation to ultimate distribution.

Trends in Arizona

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. According to the Arizona Department of Homeland Security, priority projects in Arizona include increased border enforcement and providing more its firefighter, police, emergency managers, public safety personnel and other first responders with the equipment they need to safely enter dangerous situations. On July 12, 2007, Leesa Berens Morrison, Homeland Security Director for Arizona, told the U.S. House of Representatives Homeland Security Committees Subcommittee on Emergency Communications, Preparedness, and Response that the unique challenges faced by first responders along our nations border merit additional federal attention and funding. Director Morrison stated, Every day they address the repercussions of an open border, including border violence, criminal activity, incarcerations, investigations and autopsies, all of which place an undue and unsustainable staffing and funding strain on these first responders. Director Morrison credited the measures Governor Napolitano has taken to address the fallout of a porous border, including the success of the Gang Intelligence and Immigration Team Enforcement Missions (GITTEM) squads, Fraud ID Task Force, and Arizona Counter Terrorism Center (ACTIC), all of which rely on the time and efforts of first responders along the border. But she called for increased federal action and resources to address the border crisis, explaining it would be shortsighted to focus too much on these measures because they divert first responders from their regular duties within their communities. Additionally, Director Morrison discussed the impact of the extreme desert weather conditions on border-crossers, explaining that first responders at the border spend time and funds responding to the hundreds of crossers who succumb each year to the heat and dehydration: Recovery, investigations, autopsies and burial costs and efforts are borne by our first responders.

On July 18, 2007, after Phoenix Mayor Phil Gordon had expressed his concern that the Department of Homeland Security had cut federal funding in Phoenix by 60 percent last year and after the city requested increased funding, the Mayor was informed by Department of Homeland Security Assistant Secretary Michael Jackson that the DHS is increasing the citys funding from last year's $3.9 million to $11.9 million this year, the largest percentage increase of any urban area in the country for preventing, protecting, responding to, and recovering from terrorist acts. According to Mayor Gordon, the increase was merited because Phoenix is the 5th largest city in the nation, and Maricopa County is the fastest growing county in the nation. The county has the largest nuclear power plant in the country and one of the busiest airports in the world. Water for the greater Phoenix metropolitan areais provided by a series of dams, potential targets. The area is also home to Luke Air Force Base, the only place in the world that trains American F-16 pilots.



14





---

We have significantly increased our competitive bidding activities and over the next 12 months anticipate submitting bids to public safety and military procurement offices for larger prospective contracts. In April 2007 we participated in the Coyote Crisis regional public safety training exercises which simulated an avian influenza pandemic. Participation with the first responder community in these types of exercise expands our base of customer contacts in the public safety and military fields.  In addition to these sales activities, we have advertised our ecommerce sites in strategic publications and over the Internet to increase traffic to our sites.

There are clear advantages to e-commerce for our customers.  One big advantage is that it allows reduced warehousing and inventory costs due to automation, costs that are typically passed on to the customer. E-commerce also creates a 24/7/365 operation, in which customers can shop when its convenient for them and can shop from a business, home or remotely via a wireless connection.  E-commerce is also self-selective, meaning people who visit our site are already interested in purchasing first responder products.



Products

We market and sell a wide range of commercial-off-the-shelf and specialized security products to customers in the homeland security, military, transportation, state and local government, large enterprise and retail markets. 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. The current Authorized Equipment List included the following eighteen categories:

1.

Personal Protective Equipment

2.

Explosive Device Mitigation and Remediation Equipment

3.

CBRNE Search and Rescue Equipment

4.

Interoperable Communications Equipment

5.

Detection Equipment

6.

Decontamination Equipment

7.

Physical Security Enhancement Equipment

8.

Terrorism Incident Prevention Equipment

9.

CBRNE Logistical Support Equipment

10.

CBRNE Incident Response Vehicles

11.

Medical Supplies and Limited Types of Pharmaceuticals

12.

CBRNE Reference Materials

13.

Agricultural Terrorism Prevention, Response and Mitigation

14.

CBRNE Response Watercraft

15.

CBRNE Aviation Equipment

16.

Cyber Security Enhancement Equipment

17.

Intervention Equipment

18.

Other Authorized Equipment

We use our extensive experience with the public safety community to select products that are cost-effective and reliable and we continually feature new products as they are developed in order to drive customers to our websites. If we don't have a product a customer is looking for, we help them find it. Our ordering system allows customers to track availability and delivery of orders.

According to industry sources, the biggest problem with e-commerce is fulfillment and delivery of the products purchased.  We outsource some of our fulfillment requirements (typically for larger items) and warehouse smaller items that have a higer turnover. We constantly monitor order flow to ensure that customers receive the products they purchase within the time specifications indicated on our website.



15





---



Market Analysis Summary

The Department of Homeland Security enhances the ability of states, local and tribal jurisdictions, and other regional authorities in the preparation, prevention, and response to terrorist attacks and other disasters, by distributing grant funds. Localities can use grants for planning, equipment, training and exercise needs. These grants include, but are not limited to areas of

·

Port Security

·

Critical Infrastructure Protection

·

Regional and Local Mass Transit Systems

·

Equipment and Training for First Responders

With the DHSs fiscal year 2007 funding, the department will have invested nearly $20 billion in local planning, organization, equipment, training, and exercises.

The five programs that comprise the Homeland Security Grant Program (HSGP) encourage a regional approach to strengthening homeland security. Grant funding priorities include reducing risks of improvised explosive devices and radiological, chemical and biological weapons. They emphasize interoperable communications, information sharing and citizen preparedness. HSGP fiscal year 2007 funding totals are:

·

State Homeland Security Program (SHSP)- $509.3 million

·

Law Enforcement Terrorism Prevention Program (LETPP)- $363.8 million

·

Urban Areas Security Initiative (UASI)- $746.9 million

·

Metropolitan Medical Response System (MMRS)- $32.0 million

·

Citizen Corps Program (CCP)- $14.6 million

Due in part to the demands of the wars in Iraq and Afghanistan, National Guard units across the country have experienced a drain on their existing equipment and supplies needed to respond to state emergencies. Even without the shortfalls caused by the National Guards involvement in the wars, the National Governors Association is seeking additional funding for equipment and supplies. Current reports estimate that there is a $38 billion shortfall for needed equipment between now and 2013. The National Governors Association is requesting funding from the federal government so that Guard units are fully equipped.

The restated DHS strategy (which resulted, in part, from the perceived response failures to Hurricane Katrina) provides for a more systematic building of the national homeland security structure, including increased National Guard participation, with a much greater reliance on the private sector to provide needed training and equipment. The U.S. government has now instituted a policy that, whenever possible and cost-effective, government agencies should rely on commercial products and services. The U.S. government has concluded that, in comparison to government-developed products, commercial items benefit from market-driven economies and innovation, that is, in terms of cost, quality, etc., and entail less risk of schedule overruns and performance shortfalls. Because the homeland security industry is a global industry, it is uniquely suited for servicing via the Internet and e-commerce sites.

The key revenue opportunities for the private sector selling products within the domestic United States' homeland security and first responder categories include protective equipment (e.g., hazmat suits), communications equipment, incident command equipment, and specialized first responder products. Funds to purchase first responder products are provided largely by federal grants to state and local governments, and to a limited extent by states' and cities' own expenditures. There is also a significant market in the private sector for security products and emergency response products for use in commercial and industrial facilities.

Research from the Homeland Security Research Corporation predicts that the cumulative homeland security and homeland defense market will total more than $400 billion from 2006 to 2010. This demonstrates a growth of more than three times the cumulative market of $130 billion from 2001 to 2005. The market for 2006 was approximately valued at $57.6 billion and will grow to $105.7 billion in 2010. According to the Homeland Security Research



16





---

Corporation, $28.5 billion of homeland security products and services are forecasted to be procured during 2007-2011 by the private sector alone. We are currently working on several initiatives with the private sector, including an initiative with commercial transportation customers to promote a line of perimeter protection systems for long-haul, chemical and hazardous material (HAZMAT) truckers.

The private sector is more amenable to online purchasing for its security and safety needs. Outlays of the private sector are harder to account for than government spending for public safety, given the dual-use nature of many security technologies. However, by one estimate, annual private sector security costs could range between $18.5 billion to $41 billion (Navarro and Spencer, 2001.) Another report, a pre-9/11 study conducted for the National Institute of Justice, estimated annual total private security expenditures at $100 billion (Cunningham, 2002.) Given that more than two thirds of the total U.S. infrastructure is owned by the private sector, the high-end estimates for the private sector security outlays are not unreasonable.



·

85 % of the critical infrastructure in the U.S. is privately controlled.

·

The U.S. Private Sector is estimated to spend $6 to $7 billon on homeland security per year.

·

The International Private Sector, excluding the U.S., is estimated to spend 5.2 billion on homeland security per year.

Over the next five years, industry analysts project the following federal government purchases of first responder products and training:



|                                         |   |                
|---------------------------------------- | - | ---------------
|Weighted Five-year Value                 |   | (in $ millions)
|Protective equipment                     | $ | 8,400          
|Response equipment - communications      | $ | 1,750          
|Response equipment - command and control | $ | 600            
|First responder training                 | $ | 3,600          
|Total                                    | $ | 14,350         

Another key market characteristic of the homeland security industry is the diffuse nature of the buyers of first responder products, and the impact on marketing and selling costs necessary to reach such a wide, non-centralized customer base. There are over 30,000 federal agencies, and state, county and city governments that are potential buyers for homeland security products. The needs of these buyers are often dissimilar, and there is wide variance in their levels of market sophistication and their purchasing protocols.

It's likely that successful companies will emerge as key players in one or more segments of the market: detection, protection, infrastructure, response and recovery. Events domestically and globally suggest that over the foreseeable future, priority funding will be dedicated to homeland security at all levels of government.

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.



17





---

We may need significant infusions of additional capital.



During the last two quarters we have relied primarily on loans to obtain the funding necessary to operate the business. Our revenues from operations have increased in the last two quarters, 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.



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 anticipate significant growth over the next fiscal year and 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. Our senior management currently defers a large percentage of their annual salaries and there can be no assurance that they will continue to perform services for the company without receiving full compensation. In addition, 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.



18





---

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 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 may be "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



19





---

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



(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





20





---

We have not paid and do not currently plan to pay dividends, and you must look to price appreciation alone for any return on your investment.



Some investors favor companies that pay dividends, 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. Because we may not pay dividends, your return on this investment likely depends on selling our stock at a profit.



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.



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.



21





---

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), beginning with our Annual Report on Form 10-KSB for the fiscal year ending October 31, 2007, 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.



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.



22





---

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.



23





---

PART II - OTHER INFORMATION



Items 1-4 are inapplicable and have been omitted.



ITEM  5.     OTHER INFORMATION



We do 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. We do not currently have procedures in place by which security holders may recommend nominees to our board of directors, but we plan to adopt such procedures at our next annual shareholders meeting.



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 







24





---

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:   September 14, 2007 | /s/  Richard Reincke                                
|                           | Chief Financial Officer                             
|                           | (Principal Financial Officer and Authorized Officer)

















---

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