**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 March 31, 2007**




**or**




** ̈**
            **Transition
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the Transition Period From** **** **to** **** ****




**Commission
      File number** **0-21061** ****







**SP
      HOLDING CORPORATION**


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







**Delaware**
            
            **58-2044990****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(IRS
                Employer**
              **Identification
                No.)**





**3317
      Third Avenue South, Seattle, Washington**


**(Address
      of principal executive offices)**




**(206) 838-4670** ****


**(Issuer’s
      telephone number)**




Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 of 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




The
      number of shares outstanding of registrant’s common stock, $0.001 par value at
      May 14, 2007, was 20,856,676 shares.




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









**Table
      of Contents**




PART
                I. FINANCIAL INFORMATION (unaudited)Item 1.
            
            Financial
                Statements: (unaudited)Balance
                Sheets
            
            1Statements
                of Operations
            
            2Statement
                of Stockholders’ Deficit
            
            3Statements
                of Cash Flows
            
            4Notes
                to the Financial Statements
            
            5Item 2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            13Item 3.
            
            Controls
                and Procedures
            
            20PART
                II. OTHER INFORMATIONItem 2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            20Item 6.
            
            Exhibits
            
            20SIGNATURES
            
            21









**PART
      I. FINANCIAL INFORMATION (unaudited)**




**Item 1.**
            **Financial
                Statements**


SP
        Holding Corporation and its wholly-owned subsidiary, Organic To Go,
        Inc.
 Condensed
        Consolidated Balance Sheets
 
 (in
        thousands, except share amounts)
 December
                  31
              
              March
                  31audited
              
              unaudited2006
              
              2007Current
                  assetsCash
                  and cash equivalents
              
              $
              865
              
              $
              2,784Accounts
                  receivable, net
              
              
              365
              
              
              575Inventory
              
              
              236
              
              
              327Prepaid
                  expenses and other current assets
              
              
              189
              
              
              609Total
                  current assets
              
              
              1,655
              
              
              4,295Property
                  and equipment, net
              
              
              2,148
              
              
              2,397Identifiable
                  intangible assets, net
              
              
              851
              
              
              659Goodwill
              
              
              -
              
              
              1,083Deposits
                  and other assets
              
              
              623
              
              
              188Total
                  assets
              
              $
              5,277
              
              $
              8,622Current
                  liabilitiesAccounts
                  payable
              
              $
              1,389
              
              $
              1,138Accrued
                  liabilities
              
              
              829
              
              
              1,032Current
                  portion of notes payable, net of discount
              
              
              6,281
              
              
              977Current
                  portion of capital lease obligations
              
              
              50
              
              
              55Total
                  current liabilities
              
              
              8,549
              
              
              3,202Notes
                  payable, net of current portion
              
              
              592
              
              
              1,040Capital
                  lease obligations, net of current portion
              
              
              137
              
              
              145Total
                  liabilities
              
              
              9,278
              
              
              4,387Stockholders'
                  equity (deficit)Preferred
                  Stock; $0.001 par value; 9,670,000 and 10,000,000 shares
              
              
              8
              
              
              -authorized,
                  9,670,000 and no shares issued and outstandingCommon
                  stock and additional paid-in capital; $0.001 par value;15,100,000
                  and 500,000,000 shares authorized; 2,898,904 and20,312,664
                  Exchange Ratio adjusted shares issued and outstanding
              
              
              10,414
              
              
              21,125Accumulated
                  deficit
              
              
              (14,423
              )
              
              (16,890
              )Total
                  stockholders' equity (deficit)
              
              
              (4,001
              )
              
              4,235Total
                  liabilities and stockholders' equity (deficit)
              
              $
              5,277
              
              $
              8,622


See
          accompanying notes to condensed consolidated financial
          statements.
  1
 SP
          Holding Corporation and its wholly-owned subsidiary, Organic To Go,
          Inc.
 Condensed
          Consolidated Statements of Operations
 
 (in
          thousands, except share amounts)
 Three
                      months ended March 31audited
                  
                  unaudited2006
                  
                  2007Sales
                  
                  $
                  2,110
                  
                  $
                  3,618Cost
                      of sales
                  
                  
                  1,063
                  
                  
                  1,842Gross
                      Profit
                  
                  
                  1,047
                  
                  
                  1,776Operating
                      expenses
                  
                  
                  2,061
                  
                  
                  3,462Depreciation
                      and amortization
                  
                  
                  170
                  
                  
                  434Loss
                      from operations
                  
                  
                  (1,184
                  )
                  
                  (2,120
                  )Interest
                      income (expense), net
                  
                  
                  39
                  
                  
                  (347
                  )Loss
                      before income taxes
                  
                  
                  (1,145
                  )
                  
                  (2,467
                  )Income
                      taxes
                  
                  
                  -
                  
                  
                  -Net
                      loss
                  
                  $
                  (1,145
                  )
                  $
                  (2,467
                  )Net
                      loss per share - basic and diluted
                  
                  $
                  (0.40
                  )
                  $
                  (0.21
                  )Weighted
                      average shares outstanding
                  
                  
                  2,885
                  
                  
                  12,022
  See
          accompanying notes to condensed consolidated financial statements.
 
 2
 SP
          Holding Corporation and its wholly-owned subsidiary, Organic To Go,
          Inc.
 Condensed
          Consolidated Statement of Stockholders' Equity (Deficit)
 (unaudited)
 (in
          thousands, except share amounts)
 TotalSeries
                      A, B & C
                    Preferred
                      Stock
                  
                  Common
                      Stock and
                      Additional
                        Paid-in Capital
                  
                  AccumulatedEquity
                  
                  Stockholders'
                          EquityShares
                  
                  Amount
                  
                  Shares
                  
                  Amount
                  
                  (Deficit)
                  
                  (Deficit)Balance
                      at December 31, 2006
                  
                  
                  5,652,836
                  
                  $
                  8
                  
                  
                  2,898,904
                  
                  $
                  10,414
                  
                  $
                  (14,423
                  )
                  $
                  (4,001
                  )Conversion
                      of preferred stock into common stock
                  
                  
                  (5,652,836
                  )
                  
                  (8
                  )
                  
                  5,652,836
                  
                  
                  8
                  
                  
                  
                  
                  
                  -Conversion
                      of bridge notes into common stock
                  
                  
                  
                  
                  
                  
                  
                  
                  4,629,340
                  
                  
                  4,225
                  
                  
                  
                  
                  
                  4,225SP
                      Holding Corporation shares outstanding at merger
                  
                  
                  
                  
                  
                  
                  
                  
                  1,126,659
                  
                  
                  (15
                  )
                  
                  
                  
                  
                  (15
                  )Issuance
                      of common shares and warrants for cash
                  
                  
                  
                  
                  
                  
                  
                  
                  5,522,992
                  
                  
                  6,904
                  
                  
                  
                  
                  
                  6,904Stock
                      issue costs
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (902
                  )
                  
                  
                  
                  
                  (902
                  )Issuance
                      of common shares in connectionwith
                      acquisition of assets
                  
                  
                  
                  
                  
                  
                  
                  
                  400,000
                  
                  
                  472
                  
                  
                  
                  
                  
                  472Stock
                      based compensation
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  19
                  
                  
                  
                  
                  
                  19Net
                      loss for the three months ended March 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (2,467
                  )
                  
                  (2,467
                  )Balance
                      at March 31, 2007
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  20,230,731
                  
                  $
                  21,125
                  
                  $
                  (16,890
                  )
                  $
                  4,235
 
 See
          accompanying notes to condensed consolidated financial
          statements.
  3


SP
        Holding Corporation and its wholly-owned subsidiary, Organic To Go,
        Inc.
 Condensed
        Consolidated Statements of Cash Flows
 (unaudited)
 (in
        thousands)
 Three
                    months ended March 31,2006
                
                2007Cash
                    flows from operating activities:Net
                    loss
                
                $
                (1,145
                )
                $
                (2,467
                )Adjustments
                    to reconcile net loss to netcash
                    used by operating activities:Depreciation
                    and amortization expense
                
                
                170
                
                
                434Amortization
                    of debt issue costs and debtdiscount
                    included in interest expense
                
                
                30
                
                
                232Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (82
                )
                
                (210
                )Inventory
                
                
                (93
                )
                
                (91
                )Prepaid
                    expenses and other current assets
                
                
                (54
                )
                
                (420
                )Accounts
                    payable
                
                
                (104
                )
                
                (251
                )Accrued
                    liabilities
                
                
                198
                
                
                203Other
                
                
                (337
                )
                
                (53
                )Net
                    cash used by operating activities
                
                
                (1,417
                )
                
                (2,623
                )Cash
                    flows from investing activities:Purchases
                    of property, equipment and other assets
                
                
                (21
                )
                
                (494
                )Purchase
                    of intangible assets
                
                
                -
                
                
                (580
                )Net
                    cash used by investing activities
                
                
                (21
                )
                
                (1,074
                )Cash
                    flows from financing activities:Principal
                    payments of notes payable
                
                
                (12
                )
                
                (347
                )Payments
                    of capital lease obligations
                
                
                (12
                )
                
                (39
                )Proceeds
                    from sale of preferred stock, net of issue costs
                
                
                1,253
                
                
                -Redemption
                    of common stock
                
                
                (1
                )
                
                -Proceeds
                    from sale of common stock, net of issue costs
                
                
                -
                
                
                6,002Net
                    cash provided by financing activities
                
                
                1,228
                
                
                5,616Net
                    increase in cash and cash equivalents
                
                
                (210
                )
                
                1,919Cash
                    and cash equivalents, beginning of period
                
                
                250
                
                
                865Cash
                    and cash equivalents, end of period
                
                $
                40
                
                $
                2,784Supplemental
                    disclosures of cash flow information:Cash
                    paid for interest
                
                $
                46
                
                $
                66Cash
                    paid for income taxes
                
                $
                -
                
                $
                -
 
 See
        accompanying notes to condensed consolidated financial statements.
 
 4
 
 **SP
            Holding Corporation and its wholly-owned subsidiary, Organic To Go,
            Inc.**
 **Notes
            to condensed consolidated financial statements**
 **March
            31, 2007**
 **Note
            1. Description of Business and Summary of Significant Accounting
            Policies**
 
 Organization
            and business - SP Holding
            Corporation (“SP”) and its wholly-owned subsidiary Organic To Go, Inc.
            (“Organic”), which was acquired in a reverse merger on February 12, 2007
            (together, the “Company”), provides convenient retail cafes and delivery and
            catering facilities, which prepare and serve “grab and go” lunch, dinner, and
            breakfast foods and beverages prepared using organic ingredients, whenever
            possible. The Company also distributes its products through select wholesale
            accounts. At March 31, 2007, the Company operates four stores in Washington
            and
            seven stores in California. In October 2006, the Company expanded its
            catering
            operations in the California area by acquiring the assets, of a catering
            operation headquartered in Los Angeles, California and in March 2007,
            the
            Company expanded ita catering operations by acquiring the assets of a
            catering
            operation located in Seattle, Washington.
 
 Reverse
            merger with public shell company in February 2007 -
            Pursuant to terms of an Agreement and Plan of Merger and Reorganization
            by and
            among Organic and SP, on February 12, 2007, all outstanding shares of
            Organic
            common and preferred stock were exchanged for shares of SP common stock
            as
            determined by multiplying each such outstanding share of Organic stock
            by the
            exchange ratio of 0.69781 (the “Exchange Ratio”), and Organic convertible
            promissory bridge notes approximating $5.3 million automatically converted
            into
            SP common stock. As a result, among other things, Organic became a wholly-owned
            subsidiary of SP. Outstanding Organic options, warrants and purchase
            rights were
            converted into options, warrants and purchase rights for the purchase
            of shares
            of SP common stock in accordance with the Exchange Ratio. The closing
            of the
            merger was conditioned upon SP closing a private placement offering of
            a minimum
            of eighty units (the “Units”) at a purchase price of $50,000 per Unit for $4
            million. Each Unit consists of (i) 40,000 shares of SP common stock,
            and (ii) a
            warrant to purchase 8,000 shares of SP common stock at an exercise price
            of
            $2.50 per share, exercisable for a period of five years from the date
            of
            issuance. Consummation of the merger occurred concurrently with completion
            of a
            private placement of 138 Units, for an aggregate of approximately $6.9
            million.
            Prior to the merger, SP was a non-operating “public shell” company. The merged
            company operates under the name of Organic To Go, Inc.
 
 From
            an
            accounting perspective, the merger transaction is considered as a
            recapitalization of Organic accompanied by an issuance of stock by Organic
            for
            the assets and liabilities of SP, as a result of SP not having operations
            immediately prior to the merger, and following the merger, Organic is
            the
            operating company. After the merger and private placement, former SP
            stockholders own approximately 5% of the common stock of the merged company,
            and
            former Organic stockholders and convertible bridge note holders own
            approximately 70% of the merged company, and new investors owns approximately
            25% of the merged company. The board of directors and executive officers
            are
            comprised of Organic directors and executive officers. In these circumstances,
            the merger transaction is accounted for as a capital transaction rather
            than as
            a business combination, in that the transaction is equivalent to the
            issuance of
            stock by Organic for the assets and liabilities of SP, accompanied by
            a
            recapitalization. The accounting is identical to that resulting from
            a reverse
            acquisition, except that no goodwill or other intangible is recorded.
            All share
            and per share information presented and disclosed in these financial
            statements
            have been Exchange Ratio adjusted.
 
 Basis
            of presentation and going concern - The
            accompanying financial statements have been prepared in conformity with
            generally accepted accounting principles, which contemplate continuation
            of the
            Company as a going concern. Since inception, the Company has reported
            recurring
            losses and cash used by operating activities that could raise doubt about
            its
            ability to continue as a going concern.  Since inception, the Company has
            funded its operations and business development and growth through debt
            and
            equity financings .  
            In this regard, during 2006 the Company raised approximately $8.1 million
            pursuant to sales of debt and equity securities in connection with its
            private
            placement and subordinated debt offerings. Further, during the three
            months
            ended March 31, 2007, proceeds of approximately $6.9 million have been
            received
            from the sale of equity securities in connection with the merger and
            private
            placement, and approximately $5.3 million of notes payable have been
            converted
            into common shares.  While the Company plans to become profitable during
            the second half of 2007 company management intends to continue to be
            engaged in
            additional fund-raising activities to fund future capital expenditures,
            potential acquisitions of businesses, and provide additional working
            capital.  The Company anticipates having sufficient working capital in
            place for the next 12 months to continue operations. The accompanying
            financial
            statements do not include any adjustments to reflect the possible future
            effects
            on the recoverability and classification of assets or the amounts and
            classifications of liabilities that could result should the Company not
            continue
            as a going concern.
 
 Use
            of
            estimates in the preparation of financial statements -
            Preparation of financial statements in conformity with generally accepted
            accounting principles requires management to make estimates and assumptions
            that
            affect reported amounts of assets and liabilities and disclosure of contingent
            assets and liabilities at the date of the financial statements and reported
            amounts of revenue and expenses during the reporting period. Actual results
            could differ from those estimates. The more significant accounting estimates
            inherent in the preparation of the Company's financial statements include
            estimates as to the depreciable lives of property and equipment, valuation
            of
            inventories, recoverability of long-lived assets, valuation of intangible
            assets
            and allocation of purchase price, valuation of equity related instruments
            issued, and valuation allowance for deferred income tax
            assets.
 5
 
 **SP
                  Holding Corporation and its wholly-owned subsidiary, Organic To
                  Go,
                  Inc.**
 **Notes
                  to condensed consolidated financial statements**
 **March
                  31, 2007**
 Interim
            financial statements - The
            unaudited interim condensed consolidated financial statements and related
            notes
            are presented in accordance with the rules and regulations of the Securities
            and
            Exchange Commission with regard to interim financial information. Accordingly,
            the condensed consolidated financial statements do not include all of
            the
            information and notes to financial statements required by accounting
            principles
            generally accepted in the United States for complete financial statements.
            In
            the opinion of management, all adjustments, consisting of normal recurring
            adjustments, considered necessary for a fair presentation of the Company’s
            financial position, results of operations and cash flows for the interim
            periods
            presented have been included. Results of operations for the three months
            ended
            March 31, 2007 are not necessarily indicative of the results to be expected
            for
            the entire fiscal year ending December 31, 2007 or for any other future
            interim
            period. The accompanying unaudited interim condensed consolidated financial
            statements should be read in conjunction with the audited annual financial
            statements included in the Company’s December 31, 2006 Annual Report on Form
            10-KSB.
 
 Contingencies -
            Certain conditions may exist as of the date financial statements are
            issued,
            which may result in a loss to the Company, but which will only be resolved
            when
            one or more future events occur or fail to occur. Company management
            and its
            legal counsel assess such contingent liabilities, and such assessment
            inherently
            involves an exercise of judgment. In assessing loss contingencies related
            to
            legal proceedings that are pending against the Company or unasserted
            claims that
            may result in such proceedings, the Company's legal counsel evaluates
            the
            perceived merits of any legal proceedings or unasserted claims as well
            as the
            perceived merits of the amount of relief sought or expected to be sought
            therein. If the assessment of a contingency indicates that it is probable
            that a
            liability has been incurred and the amount of the liability can be estimated,
            then the estimated liability would be accrued in the Company's financial
            statements. If the assessment indicates that a potentially material loss
            contingency is not probable but is reasonably possible, or is probable
            but
            cannot be estimated, then the nature of the contingent liability, together
            with
            an estimate of the range of possible loss if determinable would be
            disclosed.
  Concentrations **-** All
            of
            the Company’s operations are currently located in Washington and California, and
            as a result, is sensitive to negative occurrences in markets where the
            Company
            is located, and particularly susceptible to adverse trends and economic
            conditions including labor markets.  In addition, given geographic
            concentration, negative publicity regarding any of our operations in
            Washington
            or California could have a material adverse effect on our business and
            operations, as could other regional occurrences such as local strikes,
            earthquakes or other natural disasters.
  Accounts
            receivable - The
            Company extends credit to some of its customers. Accounts receivable
            are
            customer obligations due under normal trade terms. The Company performs
            continuing credit evaluations of its customers’ financial condition. Management
            reviews accounts receivable on a regular basis on contracted terms and
            how
            recently payments have been received in order to determine estimates
            of amounts
            that could potentially be uncollectible. The Company includes an estimate
            of the
            amount that is more likely that not to be uncollectible in its allowance
            for
            doubtful accounts. Accounts uncollected are ultimately written off after
            all
            reasonable collection efforts have occurred.
 
 Inventory **-** Inventory, which consists primarily of food, beverages and packaging
            products,
            is stated at the lower of cost or market. Cost is determined by the first-in,
            first-out method. In assessing the ultimate realization of inventories,
            Company
            management makes judgments as to future demand requirements compared
            to current
            inventory levels.
 
 Identifiable
            intangible assets - In
            connection with the acquisition in October 2006 of certain assets of
            a catering
            business, the Company acquired certain identifiable intangible assets
            including
            customer-based intangibles and a covenant not to compete received from
            the
            sellers. This acquisition has been accounted for in accordance with Statement
            of
            Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No.
            141”). Amounts allocated to intangible assets were identified by management
            and
            have been valued on a number of factors based upon preliminary estimates.
            The
            estimate of useful lives of each intangible asset was based on an analysis
            by
            management of all pertinent factors, and selected an estimated useful
            life of
            two years for each identifiable intangible asset. Customer based intangible
            assets are amortized utilizing an accelerated method and non-compete
            intangible
            assets are amortized on a straight-line basis. At March 31, 2007, identifiable
            intangible assets were comprised of customer based of approximately $860,000,
            less accumulated amortization of $320,000, and non-compete of approximately
            $150,000, less accumulated amortization of approximately $31,000. Amortization
            expense for these intangible assets will approximate $675,000 in 2007
            and
            $175,000 in 2008.
 
 Goodwill  - In
            March
            2007, the Company acquired certain assets of a catering business, which
            has been
            accounted for in accordance with SFAS No. 141, and in connection therewith
            the
            Company has preliminarily recorded the excess of purchase price over
            the fair
            value of identifiable assets acquired as goodwill. Statement of Financial
            Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (“SFAS No.
            142”) provides that goodwill should not be amortized, but should rather be
            reviewed at least annually to assess recoverability. This
            statement requires that goodwill and long-lived assets and certain identifiable
            intangibles be reviewed for impairment whenever events or changes in
            circumstances indicate that the carrying amount of an asset may not be
            recoverable. Recoverability of assets to be held and used is measured
            by a
            comparison of the carrying amount of an asset to future net discounted
            cash
            flows expected to be generated by the asset or other valuation methods.
            If such
            assets are considered to be impaired, impairment to be recognized is
            measured by
            the amount by which the carrying amount of the assets exceeds the asset’s fair
            value.
 6
 
 **SP
                  Holding Corporation and its wholly-owned subsidiary, Organic To
                  Go,
                  Inc.**
 **Notes
                  to condensed consolidated financial statements**
 **March
                  31, 2007**
 In
            accordance with SFAS No. 142, the Company will test goodwill for impairment
            at
            on an annual basis. SFAS No. 142 requires a two-step goodwill impairment
            test
            whereby the first step, used to identify potential impairment, compares
            the fair
            value of a reporting unit with its carrying amount including goodwill.
            If the
            fair value of a reporting unit exceeds its carrying amount, goodwill
            is
            considered not impaired, thus the second step of the goodwill impairment
            test
            used to quantify impairment is unnecessary. Company management has estimated
            that the fair values of the Company’s reporting units to which goodwill has been
            allocated exceed their carrying amounts.
 
 Deferred
            debt issue costs - The
            Company capitalizes costs incurred in connection with borrowings. These
            costs
            are amortized as an adjustment to interest expense over the life of the
            borrowing.
 
 Debt
            discount - The
            Company records the fair value of warrants issued with debt securities
            as a debt
            discount, which is amortized as an adjustment to interest expense over
            the life
            of the borrowing.
  Revenue
            recognition - Revenues
            are recognized at the point of sale at retail locations or upon delivery
            of the
            product for delivery and wholesale transactions.
 
 Cost
            of sales - Cost
            of sales includes the cost of food and paper products.
 
 Income
            taxes - The
            Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
            for Income Taxes,” which requires recognition of deferred tax assets and
            liabilities for expected future tax consequences of events that have
            been
            included in financial statements or tax returns. Under this method, deferred
            income taxes are recognized for the tax consequences in future years
            of
            differences between the tax bases of assets and liabilities and their
            financial
            reporting amounts at each period end based on enacted tax laws and statutory
            tax
            rates applicable to the periods in which the differences are expected
            to affect
            taxable income. Valuation allowances are established, when necessary,
            to reduce
            deferred tax assets to amounts expected to be realized. The
            Company continues to provide a full valuation allowance to reduce its
            net
            deferred tax asset to zero, inasmuch as Company management has not determined
            that realization of deferred tax assets is more likely than not. The
            provision for income taxes represents the tax payable for the period
            and change
            during the period in net deferred tax assets and liabilities.
  Stock-based
            compensation - Prior
            to
            January 1, 2006, the Company accounted for employee stock option grants
            in
            accordance with APB No. 25, and adopted the disclosure-only provisions
            of SFAS
            No. 123, Accounting for Stock-Based Compensation, amended by SFAS No.
            148
            Accounting for Stock-Based Compensation - Transition and Disclosure.  In
            December 2004, the FASB released a revision to SFAS No. 123, Accounting
            for
            Stock-Based Compensation (“FAS 123R”). FAS 123R sets forth the accounting for
            share-based payment transactions in which an enterprise receives employee
            services in exchange for (a) equity instruments of the enterprise or
            (b)
            liabilities that are based on the fair value of the enterprise's equity
            instruments or that may be settled by the issuance of such equity instruments.
            The statement eliminates the ability to account for share-based compensation
            transactions using APB Opinion No. 25, Accounting for Stock Issued to
            Employees,
            and generally requires instead that such transactions be accounted for
            using a
            fair-value-based method, which requires recording an expense over the
            requisite
            service period for the fair value of all options or warrants granted
            to
            employees and consultants. The Company adopted FAS 123R effective beginning
            January 1, 2006 using the modified prospective method.
 
 The
            Company accounts for equity instruments issued to non-employees in accordance
            with the provisions of SFAS No. 123 and Emerging Task Force Issue No.
            96-18,
“Accounting for Equity Instruments that are Issued to Other Than Employees
            for
            Acquiring or in Conjunction with Selling Goods or Services.” Compensation
            expense related to equity instruments issued to non-employees is recognized
            as
            the equity instruments vest .
 
 Basic
            and diluted net loss per share - Basic
            net loss per common share is computed by dividing net loss by the
            weighted-average number of common shares outstanding during the period.
            Diluted
            net loss per common share is determined using the weighted-average number
            of
            common shares outstanding during the period, adjusted for the dilutive
            effect of
            common stock equivalents, consisting of shares that might be issued upon
            exercise of common stock options, warrants or convertible promissory
            notes, or
            conversion of preferred stock shares. In periods where losses are reported,
            the
            weighted-average number of common shares outstanding excludes common
            stock
            equivalents, because their inclusion would be anti-dilutive. In connection
            with
            the merger with SP in February 2007, all shares of Organic preferred
            stock
            automatically converted into an equal number of Organic common shares
            and all
            Organic common shares automatically converted into SP common shares at the
            Exchange Ratio adjusted number of shares equal to .69781 SP common shares
            for
            every 1 Organic common share. All share and per share amounts have been
            Exchange
            Ratio adjusted. Computations of net loss per share for the three months
            ended
            March 31, 2006, exclude approximately 2,003,000 shares of common stock
            issuable
            upon conversion of convertible notes payable, and 4,119,000 shares issuable
            upon
            conversion of preferred stock and 185,000 shares issuable upon exercise
            of
            outstanding and issuable warrants, and 349,000 shares of common stock
            issuable
            upon exercise of outstanding stock options. Computations of net loss
            per share
            for the three months ended March 31, 2007, exclude approximately 766,000
            shares
            issuable upon conversion of convertible notes payable, 5,270,000 shares
            issuable
            upon exercise of outstanding and issuable warrants and approximately
            2,052,000
            shares of common stock issuable upon exercise of outstanding stock options.
            These common stock equivalents could have the effect of decreasing diluted
            net
            income per share in future periods.
 7
 
 **SP
                  Holding Corporation and its wholly-owned subsidiary, Organic To
                  Go,
                  Inc.**
 **Notes
                  to condensed consolidated financial statements**
 **March
                  31, 2007**
 For
            purposes of determining the weighted average number of common shares
            outstanding
            historical Organic shares outstanding have been multiplied by the Exchange
            Ratio, which results in a fewer number of shares outstanding that historical
            amounts.
 
 Recent
            accounting pronouncements - In
            July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
            Uncertainty in Income Taxes” ** (“FIN No. 48”),
            which prescribes a recognition threshold and measurement process for
            recording
            in the financial statements uncertain tax positions taken or expected
            to be
            taken in a tax return. Additionally, FIN No. 48 provides guidance on
            the recognition, classification, accounting in interim periods and disclosure
            requirements for uncertain tax positions. The accounting provisions of
            FIN No. 48 will be effective for the Company beginning January 1,
            2007. The Company is in the process of determining the effect, if any,
            that the
            adoption of FIN No. 48 will have on its results of operations or
            financial position.
 
 In
            December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2 “Accounting
            for Registration Payment Arrangements” (“FSP EITF 00-19-2”), which addresses an
            issuer’s accounting and disclosures relating to registration payment
            arrangements. In connection with issuance of Units in the Private Placement
            in
            February 2007, the Company has agreed to register the shares underlying
            the
            Units. In accordance with FSP EITF 00-19-2, the registration payment
            arrangements are accounted for as an instrument separate and apart from
            the
            related securities and will be accounted for in accordance with Statement
            of
            Financial Accounting Standards No. 5 “Accounting for Contingencies”, accruing a
            liability if payment is probable and the amount can be reasonably
            estimated.
 
 **Note
            2. Notes payable**
 Notes
                        payable consist of the following (in thousands)
                    
                    December
                        31,
                      2006
                    
                    March
                        31,
                      2007Notes
                        payable, interest at 6% to 8%, collateralized by vehicles
&
                        equipment
                    
                    $
                    323
                    
                    $
                    250Convertible
                        promissory note, interest at 8.25%, due September 2007, collateralized
                        by
                        substantially all assets
                    
                    
                    759
                    
                    
                    759Promissory
                        notes, interest at 7.75% per annum, due April 2010, collateralized
                        by
                        certain assets
                    
                    
                    418
                    
                    
                    418Convertible
                        promissory notes, interest at 8% per annum, due June 2007
                    
                    
                    5,275
                    
                    
                    -Convertible
                        promissory notes, interest at 8% per annum, due June 2008
                    
                    
                    525
                    
                    
                    525Promissory
                        note payable, interest at prime plus 1% per annum, due March
                        2009
                    
                    
                    -
                    
                    
                    150Promissory
                        note payable, interest at 9% per annum, due December 2006
                    
                    
                    275
                    
                    
                    -Total
                        notes payable
                    
                    
                    7,575
                    
                    
                    2,102Less:
                        unamortized original discount
                    
                    
                    (
                        702
                    )
                    
                    (
                        85
                    )Less:
                        current portion of notes payable
                    
                    
                    (6.281
                    )
                    
                    (
                        977
                    )Notes
                        payable, net of current portion
                    
                    $
                    592
                    
                    $
                    1,040
 
 The
            Company has a borrowing agreement with a vendor providing for borrowings
            up to
            $500,000, potentially increasing up to $1 million based on the occurrence
            of new
            location openings, which borrowing amount was limited pursuant to terms
            of the
            agreement to amounts borrowed as of March 31, 2006, which was approximately
            $759,000. The note payable requires monthly payments of interest at the
            prime
            rate plus 1% (9.25% at December 31, 2006 and March 31, 2007), with the
            principal
            due in September 2007, and is convertible at the note holder’s option into
            shares of the Company’s common stock at an Exchange Ratio adjusted conversion
            price of approximately $1.68 per share. If the note is not converted
            in full on
            or before the maturity date, the then outstanding principal balance and
            accrued
            interest shall automatically convert into a term note, which such note
            shall
            provide for thirty-six equal monthly payments and a final maturity date
            in
            September 2010. The note is collateralized by a pledge of Company
            assets.
 8
 
 **SP
                    Holding Corporation and its wholly-owned subsidiary, Organic
                    To Go,
                    Inc.**
 **Notes
                    to condensed consolidated financial statements**
 **March
                    31, 2007**
 In
            connection with an asset purchase agreement in 2005, the Company issued
            promissory notes of approximately $600,000, which bear interest at 7.75%
            per
            annum payable quarterly, with principal due in April 2010, and are
            collateralized by a security interest in the acquired assets. In April
            2006,
            pursuant to a repurchase agreement, the Company repurchased two of the
            notes
            having a total face value of approximately $182,000 for $130,000 cash
            and
            recorded the resultant gain on extinguishment of debt in other
            income.
 
 During
            2006, the Company received approximately $4.3 million through the issuance
            of
            approximately $3.8 million of convertible promissory notes bearing interest
            at
            8% due June 2007 (the “Bridge Notes”) and $525,000 of convertible promissory
            notes bearing interest at 8% due June 2008 (the “2 year Bridge Notes”) and
            warrants to purchase shares of Company common stock (together with the
            notes,
            the “Bridge Securities”). The estimated fair value of the warrants of
            approximately $768,000 was recorded as an original issue discount to
            be
            amortized to interest expense on a straight-line basis over the 7-month
            term of
            the notes. Additionally, in 2006, the Company received approximately
            $1.6
            million through the issuance convertible promissory notes bearing interest
            at
            24%, approximately $1.5 million of which were converted at the holders’ option
            into bridge notes and the remaining notes were repaid. Warrants were
            issued in
            connection with the short-term loans, the fair value of which was expensed
            over
            the debt term prior to conversion. Bridge Notes of approximately $5.8
            million
            were convertible at the note holders’ option, or in certain circumstances
            automatically, into shares of the Company’s common stock at an Exchange Ratio
            adjusted conversion price of approximately $1.68 per share. In February
            2007, in
            connection with the closing of the merger with SP, the Bridge Notes of
            approximately $5.3 million were automatically converted into common stock.
 
 During
            2006, the Company borrowed $275,000 from one of the Company’s equity and bridge
            note investors pursuant to a promissory note payable of $275,000, bearing
            interest at 9% per annum, which was outstanding and due at December 31,
            2006,
            and which was repaid in full during the three months ended March 31,
            2007.
 
 Future
            minimum principal payments on notes payable at March 31, 2007 are as
            follows (in
            thousands):
  2007
                    
                    $
                    9772008
                    
                    
                    7062010
                    
                    
                    418$
                    2,102
 **Note
            3. Reverse Merger with Public Shell Company, Private Placement and Stockholders’
Equity**
 
 Reverse
            merger - On
            February 12, 2007, pursuant to the Merger Agreement, Organic became a
            wholly
            owned operating subsidiary of SP. Those persons holding shares of Organic
            capital stock, warrants and options to purchase shares of Organic capital
            stock,
            and certain promissory notes convertible into shares of Organic capital
            stock,
            received shares of SP common stock, $.001 par value per share and warrants
            and
            options to purchase shares of SP common stock.
  Under
            the
            terms of the merger, each share of Organic common stock and Organic preferred
            stock (which included certain issued and outstanding convertible promissory
            notes on an “as converted” basis) outstanding immediately prior to the closing
            of the merger was converted into the right to receive 0.69781 shares
            of SP
            common stock. Under the terms of the merger, each then convertible promissory
            note whose holder had not previously elected to convert to Organic common
            stock,
            became convertible for shares of SP common stock, provided that (i) the
            face
            value of each such convertible note remained unchanged, (ii) each such
            convertible note became convertible for such number of shares of SP common
            stock
            as was determined by multiplying the number of Organic shares underlying
            said
            convertible note by the Exchange Ratio, with the resulting product rounded
            down
            to the nearest whole number of shares, and (ii) the per share conversion
            price
            for each convertible note determined by dividing the conversion price
            per share
            for said convertible note by the Exchange Ratio, with the resulting quotient
            rounded down to the nearest whole cent.
  Under
            the
            terms of the merger, each then outstanding option and warrant to purchase
            shares
            of Organic common stock, whether or not exercisable, was converted into
            an
            option or warrant to purchase shares of SP common stock upon the same
            terms and
            conditions as the corresponding Organic options and warrants, provided
            that (i)
            each such Organic option and warrant related to such number of shares
            of SP
            common stock as was determined by multiplying the number of shares of
            Organic
            common stock underlying such Organic option or warrant by the Exchange
            Ratio,
            with the resulting product rounded down to the nearest whole number of
            shares,
            and (ii) the per share exercise price for the newly-issued SP options
            or
            warrants was determined by dividing the exercise price per share of such
            Organic
            options or warrants by the Exchange Ratio, with the resulting quotient
            rounded
            down to the nearest whole cent.
 9
 
 **SP
                    Holding Corporation and its wholly-owned subsidiary, Organic
                    To Go,
                    Inc.**
 **Notes
                    to condensed consolidated financial statements**
 **March
                    31, 2007**
 Private
            placement -
            Consummation of the merger occurred concurrently with the completion
            of a
            private placement of 138 Units for an aggregate of approximately $6.9
            million,
            issued by SP. Each Unit is comprised of (i) 40,000 shares of SP common
            stock,
            and (ii) a detachable five-year warrant to purchase 8,000 shares of SP
            common
            stock, at an exercise price of $2.50 per share (the “SP Warrants”). The purchase
            price per Unit was $50,000. Pursuant thereto the Company issued to the
            Investors
            an aggregate of 5,522,992 shares of SP common stock and SP Warrants to
            purchase
            1,104,598 shares of Company common stock.
  Organic
            engaged Burnham Hill Partners, a division of Pali Capital, Inc., as the
            Placement Agent (the “Placement Agent”) in connection with the Private
            Placement. Pursuant to the terms of the engagement with the Placement
            Agent, the
            Placement Agent, or its registered assignees or designees, received a
            cash
            commission of 10% of the gross proceeds from the Units sold in the Private
            Placement. In addition, the Company issued to the Placement Agent or
            its
            registered assignees or designees, SP Warrants (the “Placement Agent Warrants”)
            to purchase up to 888,899 shares of SP common stock.
  The
            Placement Agent Warrants are exercisable at any time at a price equal
            to 110% of
            the price paid by the investors in the private placement, on a net-issuance
            or
            cashless basis. The Placement Agent Warrants will have registration rights
            similar to the registration rights afforded to the holders of SP Warrants.
            The
            Placement Agent Warrants are fully vested and have a term of five
            years.
  The
            issuance of SP common stock to the Organic stockholders and the investors
            is
            intended to be exempt from registration under the Securities Act of 1933,
            as
            amended (the “Securities Act”), pursuant to Section 4(2) thereof. As such, the
            SP common stock received by the Organic stockholders pursuant to the
            merger and
            issued to the investors pursuant to the Private Placement may not be
            offered or
            sold in the United States unless they are registered under the Securities
            Act,
            or an exemption from the registration requirements of the Securities
            Act is
            available. In April 2007, the Company filed a registration statement
            covering
            these securities with the Securities and Exchange Commission, which such
            registration statement was declared effective in May 2007.
  Pursuant
            to the Subscription Agreements, the Company agreed to register for public
            re-sale the shares of its common stock underlying the Units and the shares
            of
            its common stock issuable to each investor and the Placement Agent pursuant
            to
            the exercise of the SP Warrants and the Placement Agent Warrants. The
            Company
            may be required to pay a penalty to the investors, with the maximum amount
            of
            the penalty capped at 24% of the amount raised pursuant to the Private
            Placement, if it fails to have a registration statement with respect
            to the
            shares of common stock issued to the investors (including the shares
            underlying
            the SP Warrants) pursuant to the private placement filed with the Securities
            and
            Exchange Commission within 90 days after the closing of the private placement
            or
            if it fails to have such registration statement declared effective with
            respect
            to the shares of common stock issued to the investors (excluding, however,
            the
            shares underlying the SP Warrants) within 150 days after the filing of
            such
            registration statement with the Securities and Exchange Commission.
  Authorized
            shares - SP is
            currently authorized under its Amended and Restated Certificate of Incorporation
            to issue 500,000,000 shares of its common stock and 10,000,000 shares
            of its
            preferred stock . Prior
            to
            closing of the merger and private placement, there were 439,403 shares
            of SP
            common stock issued and outstanding and 60 shares of SP preferred stock
            issued
            and outstanding. At the closing of the merger and private placement and
            after
            giving effect thereto, there were 19,595,671 shares of SP common stock
            issued
            and outstanding and no shares of preferred stock issued and outstanding
            (the 60
            shares of SP preferred stock issued and outstanding prior to the merger
            having
            automatically converted into 687,271 shares of SP common stock upon closing
            of
            the merger).
  Warrants - As of
            March 31, 2007, in conjunction with various financing related agreements,
            including issuances of debt and equity securities, the Company issued
            warrants
            for a term of approximately 5 years to purchase shares of the Company’s common
            stock at exercise prices ranging from $1.17 to $1.38 per share for approximately
            4,165,000 shares and at $2.50 per share for approximately 1,105,000 shares.
            No
            warrants have been exercised.
 
 Stock
            options - During
            the three months ended March 31, 2006, the Company granted to certain
            officers
            and directors approximately 349,000 options to purchase Company common
            stock for
            a period of 10 years from grant with an exercise price of $0.17 per share.
            During the three months ended March 31, 2007, the Company granted to
            its Chief
            Executive Officer and certain Company employees approximately 1.4 million
            options to purchase Company common stock for a period of 10 years from
            grant
            with exercise prices of $1.38 for 1,246,674 shares and $3.60 per share
            for
            150,000 shares. The Company determines the fair value of options granted
            using
            the Black-Scholes option-pricing model. The determination of the fair
            value of
            stock-based awards on the date of grant using an option pricing model
            is
            affected by the stock price as well as assumptions regarding a number
            of highly
            complex and subjective variables. These variables include, among others,
            the
            expected life of the award, expected stock price volatility over the
            term of the
            award and actual and projected exercise behaviors. Although the fair
            value of
            stock-based awards is determined in accordance with SFAS 123R and SAB
            107, the
            Black-Scholes option pricing model requires the input of highly subjective
            assumptions, and other reasonable assumptions could provide differing
            results.
            The weighted average fair value of stock options granted in during the
            three
            months ended March 31, 2006 and 2007 was approximately $0.09 and $0.50
            per
            share, respectively, determined using the Black-Scholes option pricing
            model
            with the following assumptions: dividend yield of 0%; expected volatility
            of 50%
            (based on the volatilities of common stock of comparable public companies);
            risk-free interest rates of approximately 5%, and estimated lives of
            5 years.
 10
 
 **SP
                    Holding Corporation and its wholly-owned subsidiary, Organic
                    To Go,
                    Inc.**
 **Notes
                    to condensed consolidated financial statements**
 **March
                    31, 2007**
 Compensation
            expense recognized for stock options approximated $2,000 and $19,000
            for the
            three months ended March 31, 2006 and 2007, respectively. As of March
            31, 2007,
            there was approximately $744,000 of unrecognized compensation cost related
            to
            unvested stock options granted, which is expected to be recognized as
            expense
            over a period of approximately 3 years. The intrinsic value of stock
            options
            outstanding and exercisable at March 31, 2007 is based on the close/last
            price
            for the Company’s common stock as reported by OTCBB of $3.25 on that date, and
            is calculated by aggregating the difference between $3.25 and the exercise
            price
            of vested and unvested stock options which have an exercise price less
            than
            $3.25. The
            following summarizes activity for stock options:
 Outstanding
                    
                    Weighted
                        average
                      exercise
                        price
                    
                    Weighted
                        average
                      remaining
                        contractual
                      life
                        in years
                    
                    Aggregate
                      intrinsic
                        value
                      (in
                        thousands)Balance
                        at December 31, 2006
                    
                    
                    655,545
                    
                    $
                    0.54
                    
                    
                    9.4
                    
                    $
                    585Granted
                    
                    
                    1,396,674
                    
                    $
                    1.62
                    
                    
                    10.0Exercised
                    
                    
                    -Expired/Cancelled
                    
                    
                    -
                    
                    
                    -Balance
                        at March 31, 2007
                    
                    
                    2,052,219
                    
                    $
                    1.27
                    
                    
                    9.4
                    
                    
                    4,055Exercisable
                        at March 31, 2007
                    
                    
                    230,978
                    
                    $
                    0.46
                    
                    
                    9.1
                    
                    $
                    644
 Additional
            information regarding stock options outstanding as of March 31, 2007,
            is as
            follows:
 Exercise
                        prices
                    
                    Shares
                    
                    Weighted
                        averageremaining
                        life$
                        0.17
                    
                    
                    349,254
                    
                    
                    9.0
                        years0.34
                    
                    
                    132,584
                    
                    
                    9.3
                        years1.38
                    
                    
                    1,246,674
                    
                    
                    9.9
                        years1.43
                    
                    
                    173,707
                    
                    
                    9.6
                        years3.60
                    
                    
                    150,000
                    
                    
                    9.9
                        yearsTotal
                    
                    
                    2,052,219
                    
                    
                    9.7
                        years
 **Note
            4. Asset purchase agreements**
 
 In
            October 2006, pursuant to terms of an asset purchase agreement, the Company
            acquired for $1 million cash, among other things, all inventory, furniture,
            fixtures, equipment, customer lists, leasehold improvements, and owned
            vehicles
            used in connection with a catering business in California. Other than
            the notes
            payable on the vehicles, no liabilities were assumed by the buyer. The
            buyer
            also entered in to a one year lease agreement for the building owed by
            the
            seller. The total purchase price of approximately $1.1 million, including
            related acquisition costs, was allocated to assets acquired based on
            relative
            estimated fair values, which resulted in the majority being allocated
            to
            customer based identifiable intangible assets, and which is summarized
            as
            follows (in thousands):
 Inventory
                    
                    $
                    12Furniture,
                        fixtures and equipment
                    
                    
                    29Customer
                        based intangible assets
                    
                    
                    860Covenant
                        not to compete intangible asset
                    
                    
                    150Note
                        payable
                    
                    
                    (9
                    )$
                    1,042
 In
            March
            2007, pursuant to terms of an asset purchase agreement, the Company acquired
            for
            cash of approximately $612,000, a $150,000 promissory note and 400,000
            shares of
            its common stock, among other things, all inventory, furniture, fixtures,
            equipment, leasehold improvements, customer lists and other intangible
            assets
            used in connection with Jackrabbit, LLC, a Seattle-based catering business.
            Other than a facilities lease and equipment lease, no liabilities were
            assumed
            by the Company. The total purchase price approximates $1.2 million, and
            because
            information known to exist as it pertains to estimates of fair values
            of
            intangible assets, has been preliminarily allocated to assets acquired
            based on
            relative estimated fair values, which resulted in the majority being
            allocated
            to goodwill, and which is summarized as follows (in thousands):
  11
 **SP
                Holding Corporation and its wholly-owned subsidiary, Organic To Go,
                Inc.**
 **Notes
                to condensed consolidated financial statements**
 **March
                31, 2007**
 Inventory
                    
                    $
                    32Furniture,
                        fixtures, equipment and vehicles
                    
                    
                    160Goodwill
                    
                    
                    1,084Liabilities
                        assumed
                    
                    
                    (42
                    )$
                    1,234
  Operating
            results for the acquired businesses are included in the Company’s operating
            results from the dates of acquisitions. The following supplemental pro
            forma
            information has been presented on the basis as if the asset acquisitions
            of the
            catering businesses had occurred at the beginning of the periods presented
            (in
            thousands):
 Three
                        months endedMarch
                        31,2006
                    
                    2007Sales
                    
                    $
                    3,021
                    
                    $
                    3,977Net
                        loss
                    
                    $
                    (1,389
                    )
                    $
                    (2,469
                    )Net
                        loss per share
                    
                    $
                    (0.42
                    )
                    $
                    (0.20
                    )
 
 **Note
            5. Commitments and contingencies**
 
 The
            Company leases its cafes, central kitchens and office facilities under
            non-cancelable operating leases, some with renewal options. Rents are
            fixed base
            amounts, some with escalating rents and some with contingent rentals
            based on
            sales. Lease provisions also require additional payments for maintenance
            and
            other expenses. Rent is expensed on a straight-line basis over the term
            of the
            lease. The difference between amounts paid and expensed is recorded as
            a
            deferred credit. The Company also leases certain point-of-sale computer
            hardware
            and software pursuant to capital leases. Subsequent to December 31, 2006,
            the
            Company has entered into two new leases, one for the former Jackrabbit
            central
            kitchen facility in Seattle, which provides for minimum future lease
            payments
            over its five year term of approximately $602,000, and the other for
            a new store
            lease in Seattle, which provides for minimum future lease payments over
            its five
            year term of approximately $209,000.
 
 From
            time
            to time, the Company is subject to various legal proceedings and claims
            that may
            arise in the ordinary course of business. Further, in the past, certain
            vendors
            have taken legal action against the Company as a result of untimely payment
            of
            invoices. In some cases, the courts have stipulated judgment requiring
            the
            Company to pay interest and comply with payment schedules. In addition,
            a former
            employee has brought suit against the Company with what Company management
            believes are unfounded claims. Company management currently believes
            that
            resolution of such legal matters will not have a material adverse impact
            on the
            Company’s financial statements.
 
 Effective
            January 1, 2007, the Company entered into an employment agreement with
            a
            three-year term with its founder and chief executive officer, pursuant
            to which,
            the executive officer shall receive a base salary at an annual rate of
            $225,000,
            subject to annual increases as determined by the Company’s Board of Directors,
            is also eligible for cash bonuses, and other typical employment benefits.
            In
            addition, effective upon the closing of the merger, the executive officer
            received 1,246,674 options to purchase shares of SP Common Stock at an
            exercise
            price of $1.38 per share, with a term of 10 years from grant.  Options
            granted vest 25% after 12 months of employment, with the remainder vesting
            over
            the next 36 months, subject to accelerated vesting in the event of a
            Change in
            Control, as defined, or in certain other circumstances. Under certain
            departure
            circumstances, the executive could be eligible to receive payments of
            one year’s
            salary and benefits.
  12


**Item 2.**
            **Management’s
                Discussion and Analysis or Plan of Operation**





*The
      following discussion and analysis of the results of operations and financial
      condition should be read in conjunction with our financial statements and the
      notes to those financial statements that are included elsewhere in this
      Quarterly Report on Form 10-QSB. This discussion includes forward-looking
      statements based upon current expectations that involve risks and uncertainties,
      such as plans, objectives, expectations and intentions. Actual results and
      the
      timing of events could differ materially from those anticipated in these
      forward-looking statements as a result of a number of factors. Words such as
      “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions are used to
      identify forward-looking statements.*





**Overview**





*Organization
      and Business*





Organic
      Holding Company, Inc., d/b/a Organic To Go, whose name was changed to Organic
      To
      Go, Inc. effective February 27, 2007, was incorporated in the state of Delaware
      in February 2004. We provide convenient cafés which prepare and serve “grab and
      go” lunch, dinner, and breakfast foods and beverages prepared using organic
      ingredients, whenever possible. We also distribute our products through
      delivery, catering and select wholesale accounts. At March 31, 2007, we operated
      five stores in Washington and seven stores in California, with central kitchens
      in each market. In October 2006, we expanded our catering operations in the
      California area by acquiring the assets of a catering operation headquartered
      in
      Los Angeles, California, and in March 2007, we expanded our catering operations
      by acquiring the assets of a catering operation located in Seattle,
      Washington.





*Reverse
      Merger with Public Shell Company in February 2007*





Pursuant
      to terms of an Agreement and Plan of Merger and Reorganization by and among
      the
      SP Holding Corporation, Organic Acquisition Corporation and Organic Holding
      Company, Inc. on February 12, 2007, all of the outstanding shares of common
      and
      preferred stock of Organic Holding Company, Inc. were exchanged for shares
      of SP
      Holding Corporation common stock as determined by multiplying each such
      outstanding share of Organic Holding Company, Inc. stock by an exchange ratio
      of
      0.69781 (the “Exchange Ratio”). In addition, convertible promissory bridge notes
      of Organic Holding Company, Inc. approximating $5.3 million automatically
      converted into SP Holding Corporation common stock. As a result, among other
      things, Organic Holding Company, Inc. became a wholly owned subsidiary of SP
      Holding Corporation. Outstanding options, warrants and purchase rights of
      Organic Holding Company, Inc. were converted into options, warrants and purchase
      rights to purchase shares of SP Holding Corporation common stock in accordance
      with the Exchange Ratio. The closing of the merger was conditioned upon the
      closing a private placement offering of a minimum of eighty units at a purchase
      price of $50,000 per unit for $4 million, with the option to offer additional
      units. Each unit consists of (i) 40,000 shares of SP Holding Corporation common
      stock, and (ii) a warrant to purchase 8,000 shares of SP Holding Corporation
      common stock. Each warrant entitles the holder thereof to purchase shares of
      SP
      Holding Corporation common stock at an exercise price of $2.50 per share and
      is
      exercisable for a period of five years from the date of issuance. The
      consummation of the merger occurred concurrently with the completion of a
      private placement of 138 units, for an aggregate of approximately $6.9 million.
      Prior to the merger, SP Holding Corporation was a non-operating “public shell”
company.




13




From
      an
      accounting perspective, the merger transaction is considered a recapitalization
      of Organic Holding Company, Inc. accompanied by the issuance of securities
      by
      Organic Holding Company, Inc. for the net liabilities of SP Holding Corporation,
      as a result of SP Holding Corporation not having operations immediately prior
      to
      the merger. After the merger and the private placement, former SP Holding
      Corporation stockholders own approximately 5% of our common stock, and former
      Organic Holding Company, Inc. stockholders and convertible bridge note holders
      own approximately 70% of our common stock. Our Board of Directors and executive
      officers are comprised of former directors and executive officers of Organic
      Holding Company, Inc.




The
      merger transaction is accounted for as a capital transaction rather than as
      a
      business combination, because the transaction is equivalent to the issuance
      of
      securities by Organic Holding Company, Inc. for the net liabilities of SP
      Holding Corporation, accompanied by a recapitalization. The accounting is
      identical to that resulting from a reverse acquisition, except that no goodwill
      or other intangibles are recorded. Unless otherwise indicated, all share and
      per
      share information presented and disclosed has been adjusted in accordance with
      the Exchange Ratio.





*Basis
      of Presentation and Liquidity*





The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate our continuation
      as
      a going concern. We have reported recurring losses and cash used by operating
      activities, and at December 31, 2006 had a net working capital deficiency and
      stockholders’ deficit that could raise doubt about our ability to continue as a
      going concern. Since our inception, we have funded operations and business
      development and growth through debt and equity financings. In this regard,
      during 2006, we raised approximately $8.1 million pursuant to sales of debt
      and
      equity securities in connection with our private placement and subordinated
      debt
      offerings. Further, during the three months ended March 31, 2007, proceeds
      of
      approximately $6.9 million were received from the sale of equity securities
      in
      connection with the merger and private placement, and approximately $5.3 million
      of notes payable has been converted into shares of common stock. While we plan
      to become profitable during the second half of 2007, our management intends
      to
      continue to be engaged in additional fund-raising activities to fund future
      capital expenditures, potential acquisitions of businesses and provide
      additional working capital. We anticipate having sufficient working capital
      in
      place for the next 12 months to continue operations. The accompanying financial
      statements do not include any adjustments to reflect the possible future effects
      on the recoverability and classification of assets or the amounts and
      classifications of liabilities that could result should we not continue as
      a
      going concern.





**Critical
      Accounting Policies and Estimates**





Management's
      discussion and analysis of financial condition and results of operations are
      based on our financial statements, which have been prepared in accordance with
      accounting principles generally accepted in the United States. The preparation
      of these financial statements requires our management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the
      disclosure of contingent assets and liabilities at the date of the financial
      statements, as well as the reported net sales and expenses during the reporting
      periods. On an ongoing basis, estimates and assumptions are evaluated. Estimates
      are based on historical experience and on various other factors believed
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying value of assets and liabilities that are
      not
      readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions. A summary of significant
      accounting policies is presented in Note 1 to our financial statements included
      elsewhere in this Quarterly Report on Form 10-QSB. The following accounting
      policies are considered the more critical to aid in understanding and evaluating
      our results of operations and financial condition.





*Use
      of Estimates*





In
      preparing the financial statements in conformity with accounting principles
      generally accepted in the United States of America, management makes estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the dates of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting years. Actual results could differ from those estimates. The more
      significant accounting estimates inherent in the preparation of our financial
      statements include estimates as to the depreciable lives of property and
      equipment, recoverability of long-lived assets, valuation of inventories,
      valuation of equity related instruments issued, and valuation allowance for
      deferred income tax assets.




14




*Inventory*





Inventory,
      which consists primarily of food, beverages and packaging products, is stated
      at
      the lower of cost or market. Cost is determined on a first-in, first-out basis.
      In assessing the ultimate realization of inventories, our management makes
      judgments as to future demand requirements compared to current inventory
      levels.





*Impairment
      of Long-lived Assets*





Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of the assets may not be recoverable.
      Impairment of long-lived assets would be recognized in the event that the net
      book values of such assets exceed the future undiscounted cashflows attributable
      to such assets. No impairment of long-lived assets was recognized for any of
      the
      periods presented.





*Intangible
      Assets*





In
      connection with the acquisition in October 2006 of certain assets of a catering
      business, we acquired certain identifiable intangible assets including
      customer-based intangibles and a covenant not to compete received from the
      sellers. This acquisition has been accounted for in accordance with Statement
      of
      Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No.
      141”). Amounts allocated to intangible assets were identified by management and
      have been valued on a number of factors based upon preliminary estimates. The
      estimate of useful lives of each intangible asset was based on an analysis
      by
      management of all pertinent factors, and selected an estimated useful life
      of
      two years for each identifiable intangible asset.





In
      March
      2007, we acquired certain assets of a catering business, which has been
      accounted for in accordance with SFAS No. 141, and in connection therewith
      we
      have preliminarily recorded the excess of purchase price over the fair value
      of
      identifiable assets acquired as goodwill. Statement of Financial Accounting
      Standards No. 142, “Goodwill and Other Intangible Assets,” (SFAS No. 142”)
      provides that goodwill should not be amortized, but should rather be reviewed
      at
      least annually to assess recoverability. This
      statement requires that goodwill and long-lived assets and certain identifiable
      intangibles be reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of an asset to future net discounted cash
      flows expected to be generated by the asset or other valuation methods. If
      such
      assets are considered to be impaired, impairment to be recognized is measured
      by
      the amount by which the carrying amount of the assets exceeds the asset’s fair
      value.





In
      accordance with SFAS No. 142, we will test goodwill for impairment at on an
      annual basis. SFAS No. 142 requires a two-step goodwill impairment test whereby
      the first step, used to identify potential impairment, compares the fair value
      of a reporting unit with its carrying amount including goodwill. If the fair
      value of a reporting unit exceeds its carrying amount, goodwill is considered
      not impaired, thus the second step of the goodwill impairment test used to
      quantify impairment is unnecessary. Our management has estimated that the fair
      values of our reporting units to which goodwill has been allocated exceed their
      carrying amounts.





15





*Revenue
      Recognition*





Revenues
      are recognized at the point of sale at retail locations or upon delivery of
      products for delivery and wholesale transactions.




*Cost
      of Sales*





Cost
      of
      sales includes the cost of food and paper products.




*Income
      Taxes*





We
      account for income taxes in accordance with SFAS No. 109, “Accounting for Income
      Taxes,” which requires recognition of deferred tax assets and liabilities for
      expected future tax consequences of events that have been included in financial
      statements or tax returns. Under this method, deferred income taxes are
      recognized for the tax consequences in future years of differences between
      the
      tax bases of assets and liabilities and their financial reporting amounts at
      each period end based on enacted tax laws and statutory tax rates applicable
      to
      the periods in which the differences are expected to affect taxable income.
      Valuation allowances are established, when necessary, to reduce deferred tax
      assets to amounts expected to be realized. We continue to provide a full
      valuation allowance in order to reduce our net deferred tax asset to zero,
      inasmuch as our management has not determined that realization of deferred
      tax
      assets is more likely than not. The provision for income taxes represents the
      tax payable for the period and change during the period in net deferred tax
      assets and liabilities.




*Stock-based
      Compensation*





In
      December 2004, the FASB released SFAS No. 123 (revised 2004), “Share Based
      Payment” (“SFAS 123R”). SFAS 123R sets forth the accounting for share-based
      payment transactions in which an enterprise receives employee services in
      exchange for (a) equity instruments of the enterprise, or (b) liabilities that
      are based on the fair value of the enterprise's equity instruments or that
      may
      be settled by the issuance of such equity instruments. The statement eliminates
      the ability to account for share-based compensation transactions using APB
      Opinion No. 25, “Accounting for Stock Issued to Employees,” and generally
      requires instead that such transactions be accounted for using a
      fair-value-based method, which requires recording an expense over the requisite
      service period for the fair value of all options or warrants granted to
      employees and consultants. We adopted SFAS 123R effective beginning January
      1,
      2006.





**Results
      of Operations**





Sales
      for
      the three months ended March 31, 2007 increased approximately 71%, to $3.6
      million, as compared with $2.1 million for the comparative prior year
      period, and increased approximately 23% as compared to $2.9 million for the
      immediately preceding three months ended December 31, 2006. On a pro forma
      basis, giving effect to the acquisition of two catering businesses in October
      2006 and March 2007, sales for the three months ended March 31, 2007 increased
      approximately 20% as compared to pro forma sales of approximately $3.0 million
      for the three months ended March 31, 2006. Retail sales were $1.6 million during
      the three months ended March 31, 2007, an increase of 20% over $1.3 million
      during the comparative prior year period. Retail sales comprised 44% of total
      sales in the 2007 period as compared with 63% in the comparative prior year
      period. Delivery/Catering sales were $1.4 million during the three months ended
      March 31, 2007, an increase of $778,000 over the $580,000 for the comparative
      prior year period. Delivery/Catering sales comprised 38% of total sales in
      the
      2007 period as compared with 28% for the comparative prior year period,
      most of the increase being attributable to acquisitions of two catering
      businesses, one in October 2006 and another in March 2007. Wholesale sales
      were
      $671,000 during the three months ended March 31, 2007, an increase of $468,000
      over $203,000 during the comparative prior year period. Wholesale sales
      comprised 19% of total sales in the 2007 period as compared with 10% in
      2006. The increases in retail and wholesale were due to increased business
      volume. The increase in Delivery/Catering sales was primarily attributable
      to
      increased sales resulting from the acquisition of the business
      of Vinaigrettes LLC.




16




*Cost
      of Sales*





Cost
      of
      sales includes the cost of food and paper products. Cost of sales for the three
      months ended March 31, 2007 increased approximately 73%, to $1.8 million, as
      compared with $1.1 million for the comparative prior year period, and
      increased approximately 18% as compared to $1.6 million for the immediately
      preceding three months ended December 31, 2006. Cost of sales for the three
      months ended March 31, 2007 approximated 51% as a percent of sales as
      compared with 50% during the comparative prior year period and as compared
      to 53% for the immediately preceding three months ended December 31, 2006.





*Gross
      Profit*  **





Gross
      profit increased approximately 80%, to $1.8 million for the three months ended
      March 31, 2007 as compared with $1.0 million for the three months ended March
      31, 2006, and increased 28% as compared with $1.4 million for the three
      months ended December 31, 2006. Gross profit for the three months ended March
      31, 2007 approximated 49% as a percent of sales as compared with 50% during
      the comparative prior year period and as compared to 47% for the immediately
      preceding three months ended December 31, 2006. On a pro forma basis, giving
      effect to the acquisition of two catering businesses in October 2006 and March
      2007, gross profit for the three months ended March 31, 2007 increased
      approximately 13% as compared to pro forma gross profit of approximately $1.6
      million for the three months ended March 31, 2006.





*Operating
      Expenses*





Operating
      expenses for the three months ended March 31, 2007 increased approximately
      67%,
      to $3.5 million, as compared with $2.1 million for the three months ended
      March 31, 2006, and decreased 8% as compared with $3.8 million for the
      three months ended December 31, 2006. Operating expenses are comprised primarily
      of labor, and, to a lesser extent, occupancy and utilities, and selling, general
      and administrative expenses. Operating expenses increased during the three
      months ended March 31, 2007, as compared with the three months ended March
      31, 2006, primarily due to increased labor and related costs as a result of
      continued growth since the prior year, including the acquisitions of two
      catering businesses, and preparing for future growth. On a pro forma basis,
      giving effect to the acquisition of two catering businesses in October 2006
      and
      March 2007,operating expenses for the three months ended March 31, 2007
      increased approximately 35% as compared to pro forma operating expenses of
      approximately $2.6 million for the three months ended March 31,
      2006.





*Depreciation
      and Amortization*





Depreciation
      and amortization expense for the three months ended March 31, 2007 increased
      to
      $434,000, as compared with $170,000 for the three months ended March 31,
      2006, due primarily to $211,000 amortization of identifiable intangible assets
      acquired in the catering business acquisition in October 2006, and to having
      more assets in service. Depreciation and amortization for the three months
      ended
      March 31, 2007 approximated 12% as a percent of sales as compared with 8%
      during the comparative prior year period 2006.




*Loss
      from Operations*





Loss
      from
      operations for the three months ended March 31, 2007, increased to approximately
      $2.1 million as compared with $1.2 million for the three months ended March
      31, 2006, and decreased 29% as compared with $3.0 million for the three
      months ended December 31, 2006. The increase in loss from operations is the
      result of the increase in gross profit of $729,000 being offset by the $1.4
      million increase in operating expenses and a $264,000 increase in depreciation
      and amortization.




17




*Interest
      Expense, Net*  **





Interest
      expense, net for the three months ended March 31, 2007, increased to
      approximately $347,000. The increase was primarily due to increased borrowings
      and related amortization of debt discount and debt issue costs, which resulted
      in non-cash interest expense of approximately $232,000 during the three months
      ended March 31, 2007.





*Net
      Loss*  **





Net
      loss
      for the three months ended March 31, 2007, increased to approximately $2.5
      million as compared with $1.1 million for the three months ended March 31,
      2006, and decreased 24% as compared with $3.3 million for the three months
      ended December 31, 2006.




**Liquidity
      and Capital Resources**





Since
      our
      inception, we have funded operations through financing activities consisting
      primarily of private placements of debt and equity securities. Our management
      intends to raise additional debt and equity financing to fund future expansion
      and capital expenditures, operations and to provide additional working capital,
      and in this regard, during 2006, we have raised approximately $8.1 million
      pursuant to sales of debt and equity securities in connection with our 2006
      private placement and subordinated debt offerings. Further, during the three
      months ended March 31, 2007, we received aggregate proceeds of approximately
      $6.9 million from the sale of equity securities in connection with the merger
      and private placement, and $5.3 million of notes payable have been converted
      into shares of our common stock. We continue to be engaged in additional
      fund-raising activities. While we plan to become profitable during the second
      half of 2007, our management intends to continue to be engaged in additional
      fund-raising activities to fund future capital expenditures, potential
      acquisitions of businesses and provide additional working capital. We anticipate
      having sufficient working capital in place for the next 12 months to continue
      operations. There is no assurance that such financing will be obtained in
      sufficient amounts necessary to meet our needs. In light of these matters,
      continuation as a going concern is dependent upon our ability to meet our
      financing requirements, raise additional capital, and the success of our future
      operations or completion of a successful business combination.




Net
      cash
      used by operating activities was approximately $2.6 million in the three months
      ended March 31, 2007 and $1.4 million in the three months ended March 31, 2006.
      The $1.2 million increase in cash used by operating activities was due primarily
      to the $856,000 increase in net loss as adjusted for depreciation and
      amortization expense, along with the increase in accounts receivable, inventory
      and other current assets of approximately $492,000 (an increase of $721,000
      in
      the 2007 period as compared with a decrease of $229,000 in the comparative
      period of 2006).





Net
      cash
      used in investing activities was approximately $1.1 million and $21,000 for
      the
      three months ended March 31, 2007 and 2006, respectively. Uses of cash flow
      for
      investing activities in 2007 primarily relate to the acquisition of intangible
      assets and kitchen equipment in connection with the acquisition of a catering
      business in March 2007, and capital expenditures associated with business
      expansion for the acquisition of store and kitchen fixtures, equipment and
      leasehold improvements.





Net
      cash
      provided by financing activities was approximately $5.6 million and $1.2 million
      for the three months ended March 31, 2007 and 2006, respectively. The increase
      of net cash provided in 2007 was due to an increase in proceeds, net of issuance
      costs, from the issuance of common stock in the February 2007 private
      placement.





18





**Recent
      Accounting Pronouncements**





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes” ** (“FIN No. 48”), which prescribes a recognition threshold and
      measurement process for recording in the financial statements uncertain tax
      positions taken or expected to be taken in a tax return. Additionally,
      FIN No. 48 provides guidance on the recognition, classification,
      accounting in interim periods and disclosure requirements for uncertain tax
      positions. The accounting provisions of FIN No. 48 became effective
      for us beginning January 1, 2007. We are in the process of determining the
      effect, if any, that the adoption of FIN No. 48 will have on our
      results of operations or financial position.




In
      December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2 “Accounting
      for Registration Payment Arrangements” (“FSP EITF 00-19-2”), which addresses an
      issuer’s accounting and disclosures relating to registration payment
      arrangements. In connection with issuance of the units in the private placement
      in February 2007, we have agreed to register the shares underlying the units.
      In
      accordance with FSP EITF 00-19-2, the registration payment arrangements are
      accounted for as an instrument separate and apart from the related securities
      and will be accounted for in accordance with SFAS No. 5 “Accounting for
      Contingencies,” accruing a liability if payment is probable and the amount can
      be reasonably estimated.




**Contractual
      Obligations and Off-Balance Sheet Arrangements**




We
      have
      certain fixed contractual obligations and commitments that include future
      estimated payments. Changes in our business needs, cancellation provisions,
      changing interest rates, and other factors may result in actual payments
      differing from the estimates.




Notes
      payable consist primarily of convertible notes payable resulting from debt
      financing from independent third parties for working capital purposes, and
      of
      other notes payable collateralized by vehicles and certain other
      assets.




Capital
      lease obligations consist of leases for certain office equipment under
      non-cancelable lease agreements.





Operating
      lease amounts include leases for store, kitchen and office facilities under
      various non-cancelable operating lease agreements that expire at various dates
      through years 2011, with options to renew certain of the leases. Most leases
      are
      on a fixed repayment basis, with two containing provisions for contingent
      rentals.




We
      have
      not entered into any other financial guarantees or other commitments to
      guarantee the payment obligations of any third parties, nor entered into any
      derivative contracts that are indexed to our shares and classified as
      stockholder’s equity or that are not reflected in our financial statements.
      Furthermore, we do not have any retained or contingent interest in assets
      transferred to an unconsolidated entity that serves as credit, liquidity or
      market risk support to such entity. We do not have any variable interest in
      any
      unconsolidated entity that provides financing, liquidity, market risk or credit
      support to us or engages in leasing, hedging or research and development
      services with us.




**Quantitative
      and Qualitative Disclosures about Market Risk**





We
      do not
      use derivative financial instruments. Our financial instruments consist of
      cash
      and cash equivalents, trade accounts receivable, accounts payable and long-term
      obligations. Investments in highly liquid instruments purchased with a remaining
      maturity of 90 days or less at the date of purchase are considered to be cash
      equivalents.





Our
      exposure to market risk for changes in interest rates relates primarily to
      our
      short-term investments and short and long-term obligations, all of which have
      fixed interest rates. Thus, fluctuations in interest rates would not have a
      material impact on the fair value of these securities. At March 31, 2006, we
      had
      approximately $2.8 million in cash and cash equivalents. A hypothetical 10%
      increase or decrease in interest rates would not have a material impact on
      our
      results of operations, or the fair market value or cash flows of these
      instruments.




19




**Item 3.**
            **Controls
                and Procedures**




(a) Evaluation
      of Disclosure Controls and Procedures .




Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures (as defined in the rules and regulations of the Securities and
      Exchange Commission under the Securities Exchange Act of 1934, as amended)
      as of
      the end of the period covered by this report (the “Evaluation Date”). Based on
      this evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures were effective as of
      the
      Evaluation Date.




(b) Changes
      in Internal Control Over Financial Reporting .




During
      the fiscal quarter ended March 31, 2007, there were no changes to our internal
      controls over financial reporting that have materially affected, or are
      reasonably likely to materially affect, our internal controls over financial
      reporting.




**PART
      II. OTHER INFORMATION**







**Item 2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**





On
      March
      9, 2007, in connection with our acquisition of substantially all of the assets
      of Jackrabbit, LLC, we issued 400,000 shares of common stock to Jackrabbit,
      LLC.  We issued the foregoing securities in reliance on Section 4(2) of the
      Securities Act of 1933, as amended (the "Securities Act").





**Item 6.**
            **Exhibits**







(a) Exhibits .




31.1
      Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




31.2
      Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




32.1
      Certification of Chief Executive Officer and Chief Financial Officer under
      Section 906 of the Sarbanes-Oxley Act of 2002




20




**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.




SP
                HOLDING CORPORATIONDated:
                May 15, 2007/s/
                Paul CampbellChief
                Financial Officer(Principal
                Financial and Accounting Officer)




21