10QSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

or

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission file number: 0-11882

B2DIGITAL, INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	84-0916299
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4425 Ventura Canyon Ave., Suite 105

Sherman Oaks, CA 91423 (Address of principal executive offices)

Registrant's telephone number, including area code: (310) 281-2571

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [X] No [ ]

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

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 50,804,641 shares of common stock, with a par value of $.00001 per share, as of August 9, 2006.

PART I- FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Balance Sheets as of June 30, 2006 (Unaudited) and March 31, 2006.	4
Statements of Operations (Unaudited) for the Three Months Ended
June 30, 2006 and June 30, 2005	5
Statement of Cash Flows (Unaudited) for the Three Months Ended
June 30, 2006 and 2005	6
Notes to Financial Statements (Unaudited)	7

B2 DIGITAL, INCORPORATED

FINANCIAL STATEMENTS

June 30, 2006 and March 31, 2006

B2 DIGITAL, INCORPORATED

Balance Sheets

ASSETS
	June 30,			March 31,
	2006			2006
	(Unaudited)
CURRENT ASSETS
Cash	$	4,366		$	8,203
Accounts receivable		44,601			40,243
Total Current Assets		48,967			48,446
PROPERTY AND EQUIPMENT
Hotel equipment		150,000			150,000
Office furniture and equipment		955,226			955,226
Less: accumulated depreciation		(1,015,583	)		(1,010,226	)
Total Property and Equipment		89,643			95,000
TOTAL ASSETS	$	138,610		$	143,446
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,080,303		$	894,407
Related party loans payable		14,500			14,500
Notes payable		120,000			120,000
Bonds payable		71,250			71,250
Total Current Liabilities		1,286,053			1,100,157
LONG-TERM LIABILITIES
Convertible notes payable		1,038,678			1,038,678
Note payable related party		800,000			800,000
Total Long Term Liabilities		1,838,678			1,838,678
TOTAL LIABILITIES		3,124,731			2,938,835
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock;$0.00001 par value; 50,000,000 shares
authorized; 2,000,000 shares issued and outstanding		-			-
Common stock; $0.00001 par value; 5,000,000,000 shares
authorized; 1,493,971 shares issued and 1,751,341 shares
outstanding at June 30, 2006, 963,971 shares issued and
outstanding at March 31, 2006		15			10
Additional paid-in capital		8,653,844			8,443,850
Stock subscriptions receivable		(27,378	)		(40,000	)
Accumulated deficit		(11,612,602	)		(11,199,249	)
Total Stockholders' Equity (Deficit)		(2,986,121	)		(2,795,389	)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	138,610		$	143,446

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

4

B2 DIGITAL, INCORPORATED

Statements of Operations (Unaudited)

	For the Three Months Ended June 30,
	2006			2005
REVENUES	$	84,358		$	130,687
COST OF SALES		38,155			48,739
GROSS PROFIT		46,203			81,948
EXPENSES
General and administrative		399,806			10,000
Bad debts		40,000			-
Research and development		-			428,224
Total Expenses		439,806			438,224
OPERATING LOSS		(393,603	)		(356,276	)
OTHER INCOME (EXPENSES)
Interest expense		(19,750	)		(15,250	)
Total Other Income (Expense)		(19,750	)		(15,250	)
NET LOSS	$	(413,353	)	$	(371,526	)
BASIC LOSS PER SHARE	$	(0.34	)	$	(1.01	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		1,228,971			367,000

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

5

B2 DIGITAL, INCORPORATED

Statements of Cash Flows (Unaudited)

	For the Three Months Ended June 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(413,353	)	$	(371,526	)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation		5,357			6,731
Bad debt expense		40,000
Common stock issued for services		90,000			450,810
Changes in operating assets and liabilities
Increase in accounts receivable		(4,358	)		1,548
Increase in inventory		-			1,050
Increase in prepaid expenses		-			12,790
Increase (decrease) in accounts payable		185,896			(107,055	)
Net Cash Used by Operating Activities		(96,458	)		(5,652	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for B2 Digital		-			(50,000	)
Net Cash Used in Investing Activities		-			(50,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital		-			-
Sale of common stock for cash		92,621			50,000
Net Cash Provided by
Financing Activities		92,621			50,000
NET DECREASE IN CASH		(3,837	)		(5,652	)
CASH AT BEGINNING OF PERIOD		8,203			5,711
CASH AT END OF PERIOD	$	4,366		$	59
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income Taxes	$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH AND
INVESTING ACTIVITIES
Common stock issued for services	$	318,685		$	450,810

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

6

B2 DIGITAL, INCORPORATED

Notes to the Financial Statements

June 30, 2006 and March 31, 2006

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2006 and 2005 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2006 audited financial statements. The results of operations for the periods ended June 30, 2006 and 2005 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses from operations which have resulted in an accumulated deficit of $11,612,602 at June 30, 2006, which together raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. Management believes that the Company will generate sufficient revenue and commissions through its licensing agreements and hotel pay-per-view to cover operating expenses in the future, although no assurance of this can be given.

NOTE 3 - SIGNIFICANT EVENTS

On February 7, 2006 the Company elected to perform a reverse-split of its common stock. On February 23, 2006, the Company selected a one share for 1,000 share basis for the reverse split. The Company had 1,493,971 post-split shares issued and 1,751,341 post-split shares outstanding immediately following the completion of the stock-split, which became effective on June 16, 2006.

During the three months ended June 30, 2006, the Company issued 180,000 post-split shares of common stock for services rendered at $0.50 per share. In addition, the Company issued 350,000 post-split common shares in exchange for cash and subscriptions receivable. As of June 30, 2006, the Company has received cash in the amount of $92,623 on this issuance, with $27,377 remaining as subscriptions receivable.

At June 30, 2006, the Company elected to write-off $40,000 in stock subscriptions receivable pertaining to common stock issued in prior period. Management made the determination that the collection of this receivable within the next fiscal year was very unlikely. The Company recorded bad debt expense in the amount of $40,000 pertaining to this action.

7

B2 DIGITAL, INCORPORATED

Notes to the Financial Statements

June 30, 2006 and March 31, 2006

NOTE 3 - SIGNIFICANT EVENTS (Continued)

At June 30, 2006, the Company had 1,493,971 shares issued and 1,751,341 shares outstanding. The difference of 257,370 shares represents shares being held for sale by an unrelated trustee (“the Trustee”) in Europe. In January 2006, we initiated an offering in Europe pursuant to Regulation S. Pursuant to this offering, we transferred certain shares to the Trustee for the sole purpose of selling shares in a Regulation S offering. Under the agreement with the Trustee, the Company is entitled to receive the net proceeds from the sale of any of these shares, and any common stock not sold by the Trustee is to be returned to the Company upon request. The Trustee is entitled to 2.5% of the volume of the trade of the administered assets.

NOTE 4 -SUBSEQUENT EVENTS

Subsequent to June 30, 2006 the Company was notified that an independent investment company had obtained a legal judgment against the Company in the amount of $93,148. This amount has been accrued as a current liability in the June 30, 2006 financial statements.

On July 19, 2006, an the Company issued 48,000,000 post-split common shares to an officer of the Company, in exchange for the officer converting 200,000 Series A preferred shares at a one share for 240 shares basis.

8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-QSB contains forward-looking statements, including, without limitation, statements concerning our possible or assumed future results of operations. These statements are preceded by, followed by or include the words "believes," "could," "expects," "intends" "anticipates," or similar expressions. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of wireless networks or difficulties related to our integration of the businesses we may acquire and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

The discussion and financial statements contained herein are for the three months ended June 30, 2006 and 2005. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith.

THREE MONTHS PERIOD ENDED JUNE 30, 2006 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $84,358 for the three month period ended June 30, 2006, as compared to $130,687 for the three month period ended June 30, 2005. The decrease in revenues for this quarter when compared to the same quarter last year is due primarily to the loss of one client of Hotel Movie Network.

COST OF SALES

We incurred Cost of Sales of $38,155 for the three month period ended June 30, 2006, as compared to $48,739 for the three month period ended June 30, 2005. Our Cost of Sales decreased for this quarter when compared to the same quarter last year due primarily to the loss of one client of Hotel Movie Network.

GROSS PROFIT

We generated gross profit of $46,203 for the three month period ended June 30, 2006, as compared to $81,948 for the three month period ended June 30, 2005. The decrease in gross profit for this quarter when compared to the same quarter last year is due primarily to decreased sales and cost of sales, partially offset by a decrease in programming costs.

9

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

We incurred general and administrative costs of $628,491 for the three month period ended June 30, 2006 as compared to $428,224 for the three month period ended June 30, 2005, respectively. General and administrative expenses in the current period increased due to primarily to fees incurred through the issuance of common stock for professional and consulting fees.

NET INCOME (LOSS)

We had a loss before taxes of $388,806 for the three month period ended June 30, 2006 as compared to a loss before taxes of $371,526 for the three month period ended June 30, 2005. The increase in loss is due primarily to an increase in professional fees, some of which were paid for in the form of common stock during the period.

BASIC AND DILUTED INCOME (LOSS) PER SHARE

Our basic and diluted income (loss) per share for the three month period ended June 30, 2006 was $(0.34) and $(1.01) compared to the same period ended June 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Our independent auditor has issued a "going concern" qualification as part of its opinion in the Audit Report. We do not currently have sufficient capital to meet our short-term cash requirements. We will continue to need to raise additional funds to conduct our business activities in the next twelve months. We owe approximately $1,080,303 in current liabilities. Additionally, we currently estimate that we will need approximately $2,000,000 to continue operations through the end of the fiscal year 2007. These operating costs include general and administrative expenses and the deployment of inventory.

ITEM 3. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures to ensure that material information relating to us, including our subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and interim chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on this evaluation, our chief executive officer and interim chief financial officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.

Changes in internal controls. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

10

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

In July 2003, we were served with a lawsuit from William B. Krusheski in United States District Court for Southern District of California. The complaint sought in excess of $75,000 on a note allegedly due and $135,000 in other compensatory damages. In June 2004, the county court of San Diego, California awarded a default judgment in favor of Mr. Krusheski in the amount of $135,000. The company has offered payments of $5,000 per month until the debt is settled. We have to date had no response from Mr. Krusheski.

In July, 2006, the company was advised that Golden Gate Investors, Inc. holds a default judgment in the amount of $93,148 (including costs and attorney’s fees) against the Company allegedly pursuant to a stock sale agreement dated January 14, 2005, as amended. We are in preliminary negotiations to settle this matter with Golden Gate, although there is no assurance that we will be able to do so.

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

Equity

Reverse Stock-Split

Effective June 16, 2004, the Company implemented a 1-for-1000 reverse split of

its common stock. All references to the financial statements and notes thereto,

numbers of shares and share amounts outstanding, have been retroactively

restated to reflect the reverse stock-split.

Issuance of common stock for services

During the 3 months ended June 30, 2006, The Company issued 180,000 shares of its common stock registered under Form S-8 at $0.50 per share to various consultants for current and past services

Sale of common stock for cash and subscriptions receivable

During the three months ended June 30, 2006, the Company sold 350,000 shares of common stock for $120,000 which were issued pursuant to Section 4(2) and/or Regulation S of the Securities Act.  As of June 30, 2006, the Company receivedan amount of $92,623, with $27,377 remaining which has been recorded as a subscriptions receivable.

Recovery of Shares Issued in Error

During the three months ended June 30, 2006, the Company issued and recovered 50,000 shares of common stock valued at $25,000 previously issued in error.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

11

Item 4. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

EXHIBIT NO.  DESCRIPTION

2.1 Asset Purchase Agreement between the Company and Hotel Movie Network, Inc., dated March 31, 2003 (incorporated by reference to Exhibit 10 of the Form 8-K filed on April 18, 2003).

3.1(a) Restated Articles of Incorporation (filed as an exhibit to the company's Form 8-K filed on October 19, 2001 and incorporated by reference herein)

3.1(b) Amendment to Articles of Incorporation (Incorporated by reference from 10QSB dated December 31, 2004).

3.1(c) Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Form 10-KSB for March 31, 2005)

3.1(d) Certificate of Amendment to Certificate of Incorporation (incorporated by reference from Schedule 14C filed November 28, 2005)

3.1(e) Certificate of Amendment to Certificate of Incorporation (incorporated by reference from Form 8-K filed June 16, 2005)

3.1(f) Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference from Form 10-KSB filed July 14, 2006)

3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the company's Registration Statement on Form S-18, Registration No. 2-86781-D)

4.1 2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to the Company's Form S-8 filed on January 11, 2005 and incorporated by reference herein).

4.2 August 2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to the Company's Form S-8 filed on August 19, 2005 and incorporated by reference)

10.1 Consultant Agreement with Marcia A. Pearlstein (incorporated by reference from Form 10-QSB dated September 30, 2004).

10.2 Employment Agreement with Robert Russell (Effective January 25, 2005) (Incorporated by reference from 10QSB dated December 31, 2004).

10.2 Employment Agreement with Robert Russell (Effective January 25, 2005) (Incorporated by reference from 10QSB dated December 31, 2004).

10.3 Employment Agreement with Paul La Barre (Filed as Exhibit 10.2 and incorporated by reference to Form 8-K filed October 4, 2005).

10.4 Trust Agreement (incorporated by reference from Form 10-KSB filed July 14, 2006)

31.1 Section 302 Certification of the Chief Executive Officer.

31.2 Section 302 Certification of the Interim Chief Financial Officer.

32.1 Section 906 Certification of the Chief Executive Officer and Interim Chief Financial Officer

12

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.

Dated August 14, 2006

B2DIGITAL, INCORPORATED

By: /s/ Robert Russell

-----------------------------------------

Robert Russell, President, Chief Executive Officer

/s/ Marcia Pearlstein

-----------------------------------------

Marcia Pearlstein, Secretary and Interim Chief Financial Officer

13

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

I, Robert Russell, Chief Executive Officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of B2Digital, Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting.

Date: August 14, 2006

 /s/ Robert Russell

-----------------------

Robert Russell

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

I, Marcia Pearlstein, Interim Chief Financial Officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of B2Digital, Incorporated.

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation over internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting.

Date: August 14, 2006

/s/ Marcia Pearlstein

-------------------------------

Marcia Pearlstein

Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B2Digital, Incorporated, (the "Company") on Form 10-QSB for the period ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Russell, Chief Executive Officer and Marcia Pearlstein, Interim Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert Russell

-------------------------------------

Robert Russell

Chief Executive Officer

/s/ Marcia Pearlstein

-------------------------------------

Marcia Pearlstein

Interim Chief Financial Officer

Dated: August 14, 2006

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.