UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB/A





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: July 31, 2008                 
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



Commission File Number:





GWS Technologies, Inc.

(Exact name of registrant as specified in its charter)





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

15455 N. Greenway-Hayden Loop, Suite C4, Scottsdale, Arizona 85260

(Address of Principal Executive Office) (Zip Code)

(480) 619-4747

(Registrants telephone number, including area code)

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



|                                                                                                                                                                                                                                                   |   |                            |   |                           |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------- | - | ------------------------- |  |  |  | 
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was     
|required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                         | ü | Yes                        |   | No                       
|                                                                                                                                                                                                                                                  
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                        
|                                                                                                                                                                                                                                                   |  
|Large accelerated filer                                                                                                                                                                                                                            |   |                            |   | Accelerated filer         |  | 
|Non-accelerated filer                                                                                                                                                                                                                              |   | (Do not check if a smaller |   | Smaller reporting company |  | 
|                                                                                                                                                                                                                                                   |   | reporting company)         |   |                           |  | 
|                                                                                                                                                                                                                                                   |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                  
|                                                                                                                                                                                                                                                   |   | Yes                        | ü | No                       
|                                                                                                                                                                                                                                                  
|APPLICABLE ONLY TO CORPORATE ISSUERS                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                  
|Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
The number of shares of the issuers common equity outstanding as of September 19, 2008 was approximately 11,100,000
|shares of common stock, par value $.001.  Transitional Small Business Disclosure Format (Check one):                                                                                                                                               |   | Yes                        | ü | No                       









---

INDEX TO FORM 10-QSB FILING

FOR THE PERIOD ENDED JULY 31, 2008

TABLE OF CONTENTS



|                      |                                                                                            |     
|--------------------- | ------------------------------------------------------------------------------------------ | ----
|PART I.              
|FINANCIAL INFORMATION
|                      |                                                                                            | Page
|Item 1.               | Financial Statements                                                                       | 1   
|                      | Balance Sheet as of July 31, 2008                                                          | 1   
|                      | Statements of Operations for the nine month periods ended July 31, 2008 and July 31, 2007  | 2   
|                      | Statements of Stockholders' Equity (Deficit)                                               | 3   
|                      | Statements  of Cash Flows for the nine month periods ended July 31, 2008 and July 31, 2007 | 4   
|                      | Notes to the Financial Statements                                                          | 5   
|Item 2.               | Management's Discussion and Analysis                                                       | 6   
|Item 3.               | Controls and Procedures                                                                    | 12  
|                      |                                                                                            |     
|PART II              
|OTHER INFORMATION    
|Item  1.              | Legal Proceedings                                                                          | 13  
|Item  2.              | Unregistered Sales of Equity Securities and Use of Proceeds (inapplicable)                 |     
|Item  3.              | Defaults Upon Senior Securities (inapplicable)                                             |     
|Item  4.              | Submission of Matters to a Vote of Security Holders                                        | 13  
|Item  5.              | Other Information                                                                          | 13  
|Item  6.              | Exhibits                                                                                   | 13  
|                      |                                                                                            |     
|SIGNATURES            |                                                                                           





1



---





PART I- FINANCIAL INFORMATION



ITEM  1.

FINANCIAL STATEMENTS



GWS TECHNOLOGIES, INC.

(FKA FIRST RESPONDER PRODUCTS, INC.)

Balance Sheets



|                                                                     |             |   |             |   |  |   |            |  
|-------------------------------------------------------------------- | ----------- | - | ----------- | - |  | - | ---------- | -
|ASSETS                                                               |             |   |             |  
|                                                                     | July 31,    |   | October 31, |  
|                                                                     | 2008        |   | 2007        |  
|                                                                     | (Unaudited) |   |             |  
|CURRENT ASSETS                                                       |             |   |             |   |  |  
|                                                                     |             |   |             |   |  |  
|Cash                                                                 |             | $ | 13,607      |   |  | $ | 65,663     |  
|Accounts receivable, net                                             |             |   | 94,458      |   |  |   | 179,399    |  
|Inventory                                                            |             |   | 93,666      |   |  |   | 39,991     |  
|                                                                     |             |   |             |   |  |   |            |  
|Total Current Assets                                                 |             |   | 201,731     |   |  |   | 285,053    |  
|                                                                     |             |   |             |   |  |   |            |  
|PROPERTY AND EQUIPMENT, net                                          |             |   | 34,977      |   |  |   | 41,191     |  
|                                                                     |             |   |             |   |  |   |            |  
|TOTAL ASSETS                                                         |             | $ | 236,708     |   |  | $ | 326,244    |  
|                                                                     |             |   |             |   |  |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                       |             |   |             |   |  |   |            |  
|                                                                     |             |   |             |   |  |   |            |  
|CURRENT LIABILITIES                                                  |             |   |             |   |  |   |            |  
|                                                                     |             |   |             |   |  |   |            |  
|Accounts payable and accrued expenses                                |             | $ | 394,553     |   |  | $ | 241,742    |  
|Accrued interest payable                                             |             |   | 31,938      |   |  |   | 2,875      |  
|Note payable-related party, net of discount                          |             |   | 1,004,000   |   |  |   | 560,336    |  
|                                                                     |             |   |             |   |  |   |            |  
|Total Current Liabilities                                            |             |   | 1,430,491   |   |  |   | 804,953    |  
|                                                                     |             |   |             |   |  |   |            |  
|LONG-TERM DEBT                                                       |             |   |           |   |  |   |          |  
|                                                                     |             |   |             |   |  |   |            |  
|TOTAL LIABILITIES                                                    |             |   | 1,430,491   |   |  |   | 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;       |             |   |             |   |  |   |            |  
|10,697,800 and 9,276,133 shares issued and outstanding, respectively |             |   | 10,698      |   |  |   | 9,276      |  
|Additional paid-in capital                                           |             |   | 3,969,835   |   |  |   | 3,679,360  |  
|Stock subscription receivable                                        |             |   | (325,000    | ) |  |   | (325,000   | )
|Deficit accumulated during the development stage                     |             |   | (4,849,316  | ) |  |   | (3,842,345 | )
|                                                                     |             |   |             |   |  |   |            |  
|Total Stockholders' Equity (Deficit)                                 |             |   | (1,193,783  | ) |  |   | (478,709   | )
|                                                                     |             |   |             |   |  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 |             | $ | 236,708     |   |  | $ | 326,244    |  



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



1





---





GWS TECHNOLOGIES, INC.

(FKA FIRST RESPONDER PRODUCTS, INC.)

Statements of Operations

(Unaudited)



|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|-------------------------------- | ----------------------------------- | ---------- | - | ---------------------------------- | - | --------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                 | For the Three Months
Ended
July 31, |            |   | For the Nine Months
Ended
July 31, |  
|                                 | 2008                                |            |   | 2007                               |   |           | 2008 |  |   | 2007       |  
|REVENUES                         | $                                   | 138,432    |   |                                    | $ | 62,049    |      |  | $ | 483,827    |   |  | $ | 136,079    |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|COST OF GOODS SOLD               |                                     | 72,277     |   |                                    |   | 40,700    |      |  |   | 304,845    |   |  |   | 90,068     |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|GROSS PROFIT                     |                                     | 66,155     |   |                                    |   | 21,349    |      |  |   | 178,982    |   |  |   | 46,011     |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|OPERATING EXPENSES               |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|Depreciation and amortization    |                                     | 2,451      |   |                                    |   | 1,680     |      |  |   | 7,353      |   |  |   | 2,795      |  
|General and administrative       |                                     | 390,892    |   |                                    |   | 705,819   |      |  |   | 1,082,215  |   |  |   | 1,174,793  |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|Total Expenses                   |                                     | 393,343    |   |                                    |   | 707,499   |      |  |   | 1,089,568  |   |  |   | 1,177,588  |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|LOSS FROM OPERATIONS             |                                     | (327,188   | ) |                                    |   | (686,150  | )    |  |   | (910,586   | ) |  |   | (1,131,577 | )
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|OTHER INCOME (EXPENSES)          |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|Interest expense                 |                                     | (38,815    | ) |                                    |   | (10,969   | )    |  |   | (96,555    | ) |  |   | (14,836    | )
|Interest income                  |                                     | 39         |   |                                    |   | 255       |      |  |   | 170        |   |  |   | 561        |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|Total Other Income (Expenses)    |                                     | (38,776    | ) |                                    |   | (10,714   | )    |  |   | (96,385    | ) |  |   | (14,275    | )
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|NET LOSS BEFORE INCOME TAXES     |                                     | (365,964   | ) |                                    |   | (696,864  | )    |  |   | (1,006,971 | ) |  |   | (1,145,852 | )
|INCOME TAX EXPENSE               |                                     |          |   |                                    |   |         |      |  |   |          |   |  |   |          |  
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|NET LOSS                         | $                                   | (365,964   | ) |                                    | $ | (696,864  | )    |  | $ | (1,006,971 | ) |  | $ | (1,145,852 | )
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|BASIC LOSS PER SHARE             | $                                   | (0.04      | ) |                                    | $ | (0.09     | )    |  | $ | (0.10      | ) |  | $ | (0.16      | )
|                                 |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|BASIC WEIGHTED AVERAGE NUMBER OF |                                     |            |   |                                    |   |           |      |  |   |            |   |  |   |            |  
|SHARES OUTSTANDING               |                                     | 10,026,967 |   |                                    |   | 7,342,467 |      |  |   | 9,790,022  |   |  |   | 7,227,217  |  



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



2





---





GWS TECHNOLOGIES, INC.

(FKA FIRST RESPONDER PRODUCTS, INC.)

Statements of Stockholders' Equity (Deficit)

(Unaudited)



|                                   |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|---------------------------------- |  |  | ------------ |  |  | ------------------ | ------ |  | ------------------ | - | --------- | ----------- |  | - | -------- | - |  | ----- | ---------- | - |  | - | ---------- | -
|                                   |  |  | Common Stock |  |  | Additional
Paid-in |        |  | Additional
Paid-in |   |           | Accumulated |  |   |          |   | 
|                                   |  |  | Shares       |  |  | Amount             |        |  | Capital            |   |           | Capital     |  |   | Deficit  |   |  | Total |           
|Balance, October 31, 2006          |  |  | 6,573,300    |  |  | $                  | 6,573  |  |                    | $ | 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            |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|debt at $0.30 per share            |  |  | 166,667      |  |  |                    | 167    |  |                    |   | 49,833    |             |  |   |        |   |  |       |          |   |  |   | 50,000     |  
|                                   |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|Common stock issued for            |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|cash at $1.00 per share            |  |  | 55,000       |  |  |                    | 55     |  |                    |   | 54,945    |             |  |   |        |   |  |       |          |   |  |   | 55,000     |  
|                                   |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|Common stock issued for            |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|services at $1.00 per share        |  |  | 1,200,000    |  |  |                    | 1,200  |  |                    |   | 145,300   |             |  |   |        |   |  |       |          |   |  |   | 146,500    |  
|                                   |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|Net loss for the nine months ended |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|July 31, 2008                      |  |  |            |  |  |                    |      |  |                    |   |         |             |  |   |        |   |  |       | (1,006,971 | ) |  |   | (1,006,971 | )
|                                   |  |  |              |  |  |                    |        |  |                    |   |           |             |  |   |          |   |  |       |            |   |  |   |            |  
|Balance, July 31, 2008             |  |  | 10,697,800   |  |  | $                  | 10,698 |  |                    | $ | 3,944,835 |             |  | $ | (325,000 | ) |  | $     | (4,849,316 | ) |  | $ | (1,218,783 | )



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



3





---





GWS TECHNOLOGIES, INC.

(FKA FIRST RESPONDER PRODUCTS, INC.)

Statements of Cash Flows

(Unaudited)

|                                                   |  |                                    |            |   |      |   |            |  
|-------------------------------------------------- |  | ---------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                   |  | For the Nine Months
Ended
July 31, |           
|                                                   |  | 2008                               |            |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES               |  |                                    |            |   |      |  
|                                                   |  |                                    |            |   |      |  
|Net loss                                           |  | $                                  | (1,006,971 | ) |      | $ | (1,145,852 | )
|Adjustments to reconcile net loss to               |  |                                    |            |   |      |   |            |  
|net cash used by operating activities:             |  |                                    |            |   |      |   |            |  
|Amortization of discount on convertible debt       |  |                                    | 14,664     |   |      |   |          |  
|Common stock issued for services                   |  |                                    | 171,500    |   |      |   | 340,000    |  
|Common stock purchase options granted for services |  |                                    | 15,397     |   |      |   | 78,271     |  
|Depreciation expense                               |  |                                    | 7,353      |   |      |   | 2,795      |  
|Changes in operating assets and liabilities:       |  |                                    |            |   |      |   |            |  
|(Increase) in inventory                            |  |                                    | (53,675    | ) |      |   | (80,252    | )
|(Increase) in accounts receivable                  |  |                                    | 84,941     |   |      |   | (6,095     | )
|Increase (decrease) in accounts payable and        |  |                                    |            |   |      |   |            |  
|and accrued expenses                               |  |                                    | 181,874    |   |      |   | 85,312     |  
|                                                   |  |                                    |            |   |      |   |            |  
|Net Cash Used by Operating Activities              |  |                                    | (584,917   | ) |      |   | (725,821   | )
|                                                   |  |                                    |            |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES               |  |                                    |            |   |      |   |            |  
|                                                   |  |                                    |            |   |      |   |            |  
|Property and equipment purchased                   |  |                                    | (1,139     | ) |      |   | (38,943    | )
|                                                   |  |                                    |            |   |      |   |            |  
|Net Cash Used by Investing Activities              |  |                                    | (1,139     | ) |      |   | (38,943    | )
|                                                   |  |                                    |            |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES               |  |                                    |            |   |      |   |            |  
|                                                   |  |                                    |            |   |      |   |            |  
|Repayment to related parties                       |  |                                    | (50,000    | ) |      |   | (121,821   | )
|Borrowings from related parties                    |  |                                    | 529,000    |   |      |   | 250,000    |  
|Common stock issued for cash                       |  |                                    | 55,000     |   |      |   | 409,500    |  
|                                                   |  |                                    |            |   |      |   |            |  
|Net Cash Provided by Financing Activities          |  |                                    | 534,000    |   |      |   | 537,679    |  
|                                                   |  |                                    |            |   |      |   |            |  
|NET INCREASE (DECREASE) IN CASH                    |  |                                    | (52,056    | ) |      |   | (227,085   | )
|                                                   |  |                                    |            |   |      |   |            |  
|CASH AT BEGINNING OF PERIOD                        |  |                                    | 65,663     |   |      |   | 280,831    |  
|                                                   |  |                                    |            |   |      |   |            |  
|CASH AT END OF PERIOD                              |  | $                                  | 13,607     |   |      | $ | 53,746     |  
|                                                   |  |                                    |            |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF                        |  |                                    |            |   |      |   |            |  
|CASH FLOW INFORMATION:                             |  |                                    |            |   |      |   |            |  
|Cash Paid For:                                     |  |                                    |            |   |      |   |            |  
|Interest                                           |  | $                                  | 34,026     |   |      | $ | 8,740      |  
|Income taxes                                       |  |                                    |          |   |      |   |          |  
|Non Cash Financing Activities:                     |  |                                    |            |   |      |   |            |  
|Common stock issued for debt                       |  | $                                  | 50,000     |   |      | $ |          |  



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



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GWS TECHNOLOGIES, INC.

(FKA FIRST RESPONDER PRODUCTS, INC.)

Notes to the Condensed Financial Statements

July 31, 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 July 31, 2008, and for all periods presented herein, have been made.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys October 31, 2007 audited financial statements.  The results of operations for the periods ended July 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.



NOTE 2 -

GOING CONCERN



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



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



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



NOTE 3 -

OTHER SIGNIFICANT EVENTS



The Company has changed its name from First Responder Products, Inc. to GWS Technologies, Inc. The name change became effective June 30, 2008 by the filing of a Certificate of Amendment to the Companys Certificate of Incorporation with the Delaware Secretary of State.

During the six months ended June 30, 2008, the Company issued 1,200,000 shares of its common stock valued at the trading price on the date of issuance for a total expense of $146,500. During the six months ended June 30, 2008, the Company issued 166,667 shares of its common stock for debt at $0.30 per share. During the six months ended June 30, 2008, the Company issued 55,000 shares of its common stock for cash at $1.00 per share.



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



Forward Looking Statements



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



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



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



Liquidity and capital resources



Effective June 30, 2008 the company changed its name to GWS Technologies, Inc. to reflect our decision to focus more of our resources on providing microgeneration products and alternative energy solutions to the government and consumer markets.

Microgeneration, also called micropower, is the generation of zero or low-carbon electrical power by individuals, small businesses and communities to meet their own needs. The most widely-used microgeneration technologies include small wind turbines and solar power photovoltaic systems that have been promoted for decades as alternative sources of renewable energy. What is new, however, is the potential for micropower to move out of the alternative scene and be taken up on a wider, societal level, thus making a noticeable impact on energy policy. Because of technological advances, microgeneration now includes handheld solar and wind-power recharging devices for personal electronics, as well as advanced photovoltaic and wind-turbine products to power homes and factories.

Traditional megapower production of electricity is inefficient because traditional power stations are located far from the point-of-use. And the impact of such energy generation on global warming and other environmental factors has created a global movement towards reducing carbon emissions by getting off the grid.The wider benefits of microgeneration are now being recognized. A recent study by the UKs Sustainable Consumption Roundtable shows that microgeneration actually acts as a catalyst for cultural changes in consumer attitude, and provides evidence of the important impact that microgeneration has on consumers attitudes and behaviors regarding energy production and use. Microgeneration is both a serious form of clean energy production and also a cultural movement that is gathering momentum worldwide.



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 name First Responder Products and will consolidate all of its Community Emergency Response Team and consumer product lines on one ecommerce website, www.firstresponderproducts.com.  These ecommerce 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 renewable energy product lines include both industrial and consumer products based on alternative energy technologies, including wind turbines and solar chargers ranging from handheld devices that can power an iPod to large vertical wind turbines that can power a building.



We must raise additional capital during the next 12 months to fully implement our business plan and continue our growth, and to fund fulfillment of government contracts. We may attempt to raise the necessary funds through a combination of debt or equity financing or from venture capital sources. We are currently actively negotiating accounts receivable, purchase order and inventory financing;



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however, we cannot guarantee that we will be able to raise any additional funds over the next 12 months or that we will obtain financing on commercially viable terms or in a timely manner.



Results of Operations



During the period we operated three e-commerce websites: www.firstresponderproducts.com, www.certproducts.com and www.securitysurplus.com. We also bid on contracts let by government agencies. Revenues for the three months ended July 31, 2008 were $138,432, as compared with revenues of $62,049 for the three months ended July 31, 2007. The increase in revenues was due to (i) increased website traffic, a consequence of both advertising and word-of-mouth in the military, first responder and consumer communities, and (ii) a significant increase in our competitive bidding activities for the period ended July 31, 2008 when compared to the corresponding period in 2007.



Our cost of goods sold for the three months ended July 31, 2008 were $72,277, for a gross profit of $66,155, as compared with cost of goods sold for the corresponding period in 2007 at $40,700, for a gross profit of $21,349, during the three months ended July 31, 2007.



We have incurred losses since our inception. Our net loss was $365,964 for the three-month period ended July 31, 2008, as compared to $696,864 for the same period for the prior year. Cash at the end of the period was $13,607, as compared with




$53,746

 at the end of the corresponding period in 2007. Our accounts receivable at July 31, 2008 were $94,458 with inventory of $93,666.



Trends in the Industry



Over the last decade worldwide wind turbine sales have an annual growth rate of approximately 29%. Renewable energy industry sources claim that wind power is the world's fastest growing source of energy, with expansion over the next two decades predicted at double-digit rates.  The two main types of wind turbines currently dominating the market are the conventional, propeller-type "horizontal axis" wind turbines (HAWTs), and the new vertical axis wind turbines (VAWTs) that are touted as being more wildlife friendly and more efficient in lower wind speeds. At year end 2007, wind turbines producing over 90,000 megawatts of electrical power had been installed worldwide.  In 2008, this is expected to increase by approximately 30%.



The US Dept. of Energy, the American Wind Energy Association and the National Renewable Energy Laboratory have all opined that 20% of the nation's electricity could come from renewable wind energy within the next twenty years.  The growth in wind energy is being driven by several factors, including short supplies of fossil fuels like oil and natural gas. While nuclear power is an option that countries such as France have embraced, it is expensive, and disposing of radioactive byproducts is problematic and the source of widespread opposition to new nuclear plants.



The cost per kWh of energy produced by wind turbines is expected to be one of the cheapest sources of renewable energy. As costs increase for fossil fuel energy sources, wind energy will not need government subsidies to be competitive.

Domestic Wind Turbine Market Trends. A recent report published by veteran research market firm BCC Research and titled Wind Turbines: The US Market forecasts that the domestic United States market size for wind turbine components and systems will reach $60.9 billion US in 2013. This represents an increase from the 2007 market value of $7.9 billion US and the estimated 2008 market value of $11.2 billion. The report also provides analysis on a state-by-state basis and specifies that the top ten spenders on wind turbine technology in the United States are Texas, California, Iowa, Minnesota, Washington, Oregon, Colorado, New York, Kansas and Illinois.



Small Wind Turbine Market Trends. However, the wind turbine market is also segmented, and we intend to focus primarily on the small wind turbine market. Small wind systems have rated capacities of less than 1 kilowatt (kW) up to 100 kW and are used for a broad range of applications, from charging batteries on sailboats and recreational vehicles to powering individual homes, farms and small businesses.



According to the American Wind Energy Association (AWEA)s annual Small Wind Turbine Market Report, the small wind turbine market grew 14% and deployed 9.7 megawatts of new power generating capacity in 2007. The AWEA attributed part of this increase to consumer concerns over climate change and part of it to rising electricity prices.



According to the AWEA Small Wind Turbine Report, in 2007:



Over 9,000 small wind turbine units were sold, with total sales value of $42 million.

Total small wind generating capacity in the U.S. is now 55-60 MW.

Small wind systems in the U.S. displace an estimated 60,000 tons of carbon dioxide annually.

About 50 companies manufacture or plan to manufacture small wind systems in the U.S.

The U.S. is the world's largest small wind turbine market.



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Exports account for about 40% of U.S. small wind system manufacturers' sales.



Tax Credits for Wind Energy are Expiring, Which May adversely Affect the Market. There is a $334 million tax credit for wind energy set to expire at the end of this year. This federal production tax credit of almost 2 cents per kilowatt hour of electricity generated has improved the return on wind projects, representing about 20 percent of the electricity's wholesale price. Industry experts claim that the tax credit has helped smooth an expansion that might otherwise have grown sporadically. However, in the last three instances since 1999 when Congress failed to renew the tax credit immediately, investment in new wind power tumbled by more than 76 percent in the next year, according to the Union of Concerned Scientists. The AWEA is complaining that Congress did not act with enough urgency to meet the extension deadlines. But without the mandate, wind power would be at a severe disadvantage against an energy grid designed around coal, oil, natural gas and nuclear power plants that were bought and paid for decades ago, industry experts said.



In addition to issues surrounding the expiring production tax credit for wind power, the AWEA and small wind system advocates are calling for a 30% federal Investment Tax Credit (ITC). Industry sources believe that such a credit could lead to an estimated 40%-50% annual growth, similar to the growth in the solar photovoltaic market following the adoption of a federal ITC for solar in 2005. However, currently there are no federal incentives in place for small wind systems. Several states have incentives for small wind, and they are also the states with the largest small wind system markets. Impractical and prohibitive zoning practices, as well as balkanized grid interconnection standards, pose additional barriers to growth, according to the AWEA.



Domestic Solar Panel Market Trends. Although our residential-use alternative energy products are primarily wind turbines as opposed to solar panels, high growth is also forecast for residential solar panel markets over the next five years. However, the U.S. domestic market is under pressure for several reasons. Manufacturers are concerned that federal tax incentives may not be extended beyond 2008, with many analysts uncertain that such a decision will be made before a new administration takes office in January 2009. Sales of solar panel systems have historically depended heavily on financial incentives from governments globally, including the United States. Spain, which has fueled much of the solar market growth in 2008, is probably going to curtail government financial incentives, which may slash demand and reduce prices.



Moreover, solar manufacturing companies are expecting a combination of slowing demand and increasingly available supplies of both finished product and underlying manufacturing capacity, leading most analysts to predict solar panel prices to fall 10% to 20% in 2009. Additionally, prices for polysilicon, a key solar panel component, could fall next year as supplies of this component improve. Some industry analysts claim that for a solar panel company to be successful over the long term, their products have to be able to create electricity in the range of 8 to 12 cents per kilowatt hour, without subsidies.



To summarize, the technology is currently expensive in up-front costs for purchase and installation; without government subsidies, manufacturers need to cut prices to spur demand. With narrowing profit margins, this could force a shake-out in the solar manufacturing industry.



Domestic Government Trends. 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.



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.



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Risk Factors



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



We will need significant infusions of additional capital.



During the last fiscal year we have relied primarily on loans to obtain the funding necessary to operate the business. Our revenues from operations for the quarter ended July 31, 2008 would have been significantly higher if we had financing available to support our competitive bidding activities. We were unable to fulfill numerous contracts we had been awarded by competitive bid due to the failure of Douglas G. Furth individually and dba Millennium Consulting Group, Inc., a defunct Ohio corporation, and his affiliates, to provide financing which had been promised and on which we relied to finance our significant expansion.  Mr. Furths conduct in this regard is the subject of a pending federal lawsuit which we have filed and which names Mr. Furth and his affiliates as defendants. Further information regarding this lawsuit is available in Part II, Item 1 below.



Based upon our current cash reserves and forecasted operations, 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. 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. We are presently reviewing term sheets for accounts receivable, purchase order and inventory financing, but there can be no assurance we will enter into the financing arrangements we are currently negotiating. However, we may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects.



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 experienced rapid growth over the previous fiscal year and then rapid contraction, as we did not receive financing which we had been promised and on which we depended to fund our growth. There is currently 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 may 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.



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 renewable energy 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. Our inability or failure to position and/or price our



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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 ecommerce sites, 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 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



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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



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



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



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.



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

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

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

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and



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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/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 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 his 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 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/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, as previously reported, the Company filed a lawsuit in the United States District Court, Central District of California, Case No. SACV08-00586 CJC (PLAx) alleging securities law violations and fraud 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. These defendants, collectively, refer to themselves as the Group. 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 lawsuit also sought the return of one million shares of stock given to the Group Defendants as consideration for alleged consulting services which were never performed, and which allowed the Group Defendants to engage in, as the Company alleges, illegal manipulation of the Company's stock



On August 7, 2008 we filed a First Amended Complaint adding, among others, defendants Comprehensive Financial Services, LLC, an Ohio limited liability company; The Signature Fund, a purported Ohio limited partnership; Signature Management, LLC, an Ohio limited liability company; Marc J. Bernstein; Legent Clearing LLC, a Nebraska company; UBS Financial Services, Inc., a California company; and National Financial Services LLC aka Fidelity Investments National Financial Services, a Massachusetts company. Our investigation into this matter is continuing and we anticipate naming additional defendants and additional causes of action.

On September 11, 2008 and September 12, 2008 we filed complaints with The Financial Industry Regulatory Authority (FINRA) against defendants Legent Clearing LLC, National Financial Services LLC aka Fidelity Investments National Financial Services, and Financial West Group, brokerage and clearing firms which the company believes aided and abetted stock manipulation on September 10, 2008, resulting in a significant decline in the Companys stock price. Those complaints are currently being investigated by FINRA.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On May 25, 2008 stockholders collectively holding a majority of the voting power of the companys common stock approved, by written consent,  (i) an amendment to our Certificate of Incorporation changing the companys name from First Responder Products Inc. to GWS Technologies, Inc; 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 May 25, 2008. 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. A majority of the shareholders approved the new exercise price of these options, set at $0.10, which was higher than the closing sale price of our common stock on the OTC Bulletin Board on May 25, 2008. The 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.



ITEM  5.

OTHER INFORMATION



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.



Date:     September 25, 2008

| |     |                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------
| |     | GWS Technologies, Inc.                                                                                       
| |     |                                                                                                              
| |     |                                                                                                              
| | By: | /s/ RICHARD REINCKE                                                                                          
| |     | Richard Reincke                                                                                              
| |     | Chief Executive Officer/Chief Financial Officer
(Principal Executive Officer and Principal Financial 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 





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