B2Digital 10-QSB/A Q3

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 September 30, 2007

|_| 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: 169,373,971 shares of common stock, with a par value of $.00001 per share, as of September 30, 2007.

PART I- FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Balance Sheets as of September 30, 2007 (Unaudited) and March 31, 2007................................................ 4

Statements of Operations (Unaudited) for the Three and Six Months Ended

September 30, 2007 and September 30, 2006……………........................................................................... 6

Statement of Cash Flows (Unaudited) for the Six Months Ended

September 30, 2007 and September 30, 2006……....................................................................................... 7

Notes to Financial Statements (Unaudited)................................................................................................... 8

B2 DIGITAL, INCORPORATED

FINANCIAL STATEMENTS

September 30, 2007 and March 31, 2007

B2 DIGITAL, INCORPORATED
Balance Sheets


ASSETS

		September 30, 2007		March 31, 2007

CURRENT ASSETS		(Unaudited)

Cash	$	14,847	$	140,135
Accounts receivable		26,300		32,573

Total Current Assets		41,147		172,708

PROPERTY AND EQUIPMENT

Hotel equipment		150,000		150,000
Office furniture and equipment		955,226		955,226
Less: accumulated depreciation		(1,057,726		(1,030,226

Total Property and Equipment		47,500		75,000

OTHER ASSETS

Deposits		50,000		50,000
Other assets		200,000		200,000

Total Other Assets		250,000		250,000

TOTAL ASSETS	$	338,647	$	497,708

The accompanying notes are an integral part of these financial statements.
2

B2 DIGITAL, INCORPORATED
Balance Sheets

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

		September 30,		March 31,
		2007		2007
		(Unaudited)

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	485,981	$	482,344
Related party loans payable		14,500		14,500
Notes payable		120,000		120,000
Bonds payable		71,250		71,250

Total Current Liabilities		691,731		688,094

LONG-TERM LIABILITIES

Convertible notes payable		462,500		662,500
Note payable related party		800,000		800,000

Total Long Term Liabilities		1,262,500		1,462,500

TOTAL LIABILITIES		1,954,231		2,150,594


STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock Series A ;$0.00001 par value;
2,000,000 shares authorized; 1,700,000 shares		-		-
issued and outstanding
Preferred stock Series B ;$0.00001 par value;
40,000,000 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
169,373,971 and, 144,373,971 shares issued and
outstanding, respectively		1,694		1,444
Additional paid-in capital		11,391,096		11,059,316
Stock subscriptions receivable		(274,501		(324,382	)
Accumulated deficit		(12,733,873		(12,389,264	)

Total Stockholders' Equity (Deficit)		(1,615,584		(1,652,886	)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	338,647	$	497,708



The accompanying notes are an integral part of these financial statements.
3

B2 DIGITAL, INCORPORATED
Statements of Operations (Unaudited)

	For the Three							For the Six
	Months Ended							Months Ended
	September 30,							September 30,
		2007			2006			2007			2006


REVENUES	$	43,969		$	92,958		$	101,402		$	177,316

COST OF SALES		14,545			43,249			43,823			81,404

GROSS PROFIT		29,424			49,709			57,579			95,912

EXPENSES

General and administrative		111,839			286,971			332,278			686,777
Bad debts		36,509			-			43,310			40,000

Total Expenses		148,348			286,971			375,588			726,777

OPERATING LOSS		(118,924	)		(237,262	)		(318,009	)		(630,865

OTHER EXPENSES

Interest expense		(13,300	)		(18,750	)		(26,600	)		(38,500

Total Other Expenses		(13,300	)		(18,750	)		(26,600	)		(38,500


NET LOSS	$	(132,224	)	$	(256,012	)	$	(344,609	)	$	(669,365

BASIC LOSS PER
SHARE	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.03

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING		156,873,971			39,172,825			156,873,971			26,604,440




The accompanying notes are an integral part of these financial statements.
4

B2 DIGITAL, INCORPORATED
Statements of Cash Flows (Unaudited)


	For the Six
	Months Ended
,	September 30,
						2006
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		$	(344,609	)	$	(669,365	)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation			27,500			10,657
Bad debt expense			43,310			40,000
Common stock issued for services			-			137,910
Changes in operating assets and liabilities
Increase in accounts receivable			(37,037	)		(6,771	)
Increase in inventory			-			-
Increase in prepaid expenses			-			-
Increase (decrease) in accounts payable			3,637			238,664

Net Cash Used by Operating Activities			(307,199	)		(248,905	)


CASH FLOWS FROM INVESTING ACTIVITIES			-			-


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received on subscriptions receivable			49,881			(23,955	)
Cash paid on note payable			-			-
Sale of common stock for cash			132,030			478,055

Net Cash Provided (Used) by
Financing Activities			181,911			454,100

NET DECREASE IN CASH			(125,288	)		205,195

CASH AT BEGINNING OF PERIOD			140,135			8,203

CASH AT END OF PERIOD		$	14,847		$	213,398

SUPPLIMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest		$	-		$	-
Income Taxes		$	-		$	-

SUPPLIMENTAL SCHEDULE OF NON-CASH AND
INVESTING ACTIVITIES

Common stock issued for services		$	-		$	90,000
Common stock issued for debt		$	200,000		$	100,000


The accompanying notes are an integral part of these financial statements.
5

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 September 30, 2007 and 2006 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, 2007 audited financial statements. The results of operations for the periods ended September 30, 2007 and 2006 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles 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 $12,733,873 at September 30, 2007, 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

During the period ended September 30, 2007 the Company issued 20,000,000 shares of common stock to various non-U.S. investors for $132,030 in cash. As of September 30, 2007 the Company has not received all the funds, and the unreceived portion has been recorded as a subscription receivable. In addition, the Company issued 5,000,000 shares of common stock to a related party as a partial payment of outstanding debt.

NOTE 4 - SUBSEQUENT EVENT

During the period ending September 30 2007, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Eagle West Communications, Inc., a Nevada corporation and Arizona based cable provider (“Eagle West”). Pursuant to the Agreement, the Company agreed to purchase from Eagle West substantially all of the assets relating to the operation of five cable franchises in North Eastern Arizona. In consideration for the assets purchased under the Agreement, the Company agreed to pay Eagle West a total of $1,200,000 as follows: $100,000 as an earnest money deposit due within five days of the execution of the Agreement and payable against certain debt of Eagle West; 2,500,000 shares of restricted common stock of the Company valued at $0.20 per share (the “Shares”); and a $600,000 convertible promissory note (the “Note”). The Note bears interest of 7.5% until due at the end of one year and is convertible into common stock of the Company at $0.20 per share. The Note is secured by the assets purchased under the Agreement. This Agreement was originally scheduled to have been effective as of July 1, 2007. However, due to unforeseen delays in completing various due diligence procedures, the Agreement was not consummated until October 1, 2007.

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 and six months ended September 30, 2007 and 2006. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith.

THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2007 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2006

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $43,969 for the three month period ended September 30, 2007, as compared to $92,958 for the three month period ended September 30, 2006. 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 $14,545 for the three month period ended September 30, 2007, as compared to $43,249 for the three month period ended September 30, 2006. 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 $29,424 for the three month period ended September 30, 2007, as compared to $49,709 for the three month period ended September 30, 2006. 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.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

We incurred general and administrative costs of $111,839 for the three month period ended September 30, 2007 as compared to $286,971 for the three month period ended September 30, 2006, 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 $132,224 for the three month period ended September 30, 2007 as compared to a loss before taxes of $256,012 for the three month period ended September 30, 2006. The decrease in loss is due primarily to a decrease in professional fees, some of which were paid for in the form of common stock during the 2006 period.

BASIC AND DILUTED INCOME (LOSS) PER SHARE

Our basic and diluted income (loss) per share for the three month period ended September 30, 2007 was $(0.00), compared a loss per share of ($0.01) during the corresponding period ended September 30, 2006.

SIX MONTHS PERIOD ENDED SEPTEMBER 30, 2007 AS COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 2006

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $101,402 for the six month period ended September 30, 2007, as compared to $177,316 for the six month period ended September 30, 2006. 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 $43,823 for the six month period ended September 30, 2007, as compared to $81,404 for the six month period ended September 30, 2006. 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 $57,579 for the six month period ended September 30, 2007, as compared to $95,912 for the six month period ended September 30, 2006. 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.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

We incurred general and administrative costs of $332,278 for the six month period ended September 30, 2007 as compared to $686,777 for the six month period ended September 30, 2006, 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 $344,609 for the six month period ended September 30, 2007 as compared to a loss before taxes of $669,365 for the six month period ended September 30, 2006. The decrease in loss is due primarily to a decrease in professional fees, some of which were paid for in the form of common stock during the 2006 period.

BASIC AND DILUTED INCOME (LOSS) PER SHARE

Our basic and diluted income (loss) per share for the six month period ended September 30, 2007 was $(0.00), compared a loss per share of ($0.03) during the corresponding period ended September 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our independent auditor has issued a "going concern" qualification as part of its opinion in the Audit Report for the year ended March 31, 2007. 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 $691,731 in current liabilities. Additionally, we currently estimate that we will need approximately $1,000,000 to continue operations through the end of the fiscal year 2007. These operating costs include general and administrative expenses and the deployment of inventory .The Company is raising funds through the sale of its common stock and is the process of preferred stock offering.

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.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable

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

During the period ended September 30, 2007 the Company issued 20,000,000 shares of common stock to various non-U.S. investors for $132,030 in cash. As of June 30, 2007 the Company has not received the funds, and this amount has been recorded as a subscription receivable. In addition, the Company issued 5,000,000 shares of common stock to a related party as a partial payment of outstanding debt.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5. Other Information.

During the period ending September 30 2007, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Eagle West Communications, Inc., a Nevada corporation and Arizona based cable provider (“Eagle West”). Pursuant to the Agreement, the Company agreed to purchase from Eagle West substantially all of the assets relating to the operation of five cable franchises in North Eastern Arizona. In consideration for the assets purchased under the Agreement, the Company agreed to pay Eagle West a total of $1,200,000 as follows: $100,000 as an earnest money deposit due within five days of the execution of the Agreement and payable against certain debt of Eagle West; 2,500,000 shares of restricted common stock of the Company valued at $.20 per share (the “Shares”); and a $600,000 convertible promissory note (the “Note”). The Note bears interest of 7.5% until due at the end of one year and is convertible into common stock of the Company at $0.20 per share. The Note is secured by the assets purchased under the Agreement. This Agreement was originally scheduled to have been effective as of July 1, 2007. However, due to unforeseen delays in completing various due diligence procedures, the Agreement was not consummated until October 1, 2007.

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).

10.3 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

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 November 21, 2007

B2DIGITAL, INCORPORATED

By: /s/ Robert Russell

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

Robert Russell, President, Chief Executive Officer

/s/ Marcia Pearlstein

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

Marcia Pearlstein, Secretary and Interim Chief Financial Officer

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 a 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 control over financial reporting.

Date: November 21, 2007 /s/ Robert Russell

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

Robert Russell

Chief Executive Officer

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.

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):

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 control over financial reporting.

Date: November 21, 2007 /s/ Marcia Pearlstein

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

Marcia Pearlstein

Interim Chief Financial Officer

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 September 30, 2007, 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

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