Optimized Transportation Management (OPTZ) 10-Q 2008 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(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, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-88179

UNITED RESTAURANT MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

INTERNATIONAL TEST SYSTEMS, INC.

(Former Name of Registrant)

Delaware	74-29581956
(State or other jurisdiction of	(IRS Employer incorporation
identification No.)	or organization)

899 South Artistic Circle, Springville, UT, 84663

(Address of Principal Executive Offices)

20022 Creek Farm, San Antonio, TX 78259

(Former address of principal executive offices)

(801) 489-4802

(Registrant's telephone number)

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

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨                                                    Accelerated filer   ¨

Non-accelerated filer  ¨                                                      Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. 

Yes   x No   ¨ 

The number of shares outstanding of each of the issuer’s classes of equity as of April 24, 2008 is 21,774,280 shares of common stock, par value $0.001, and no shares of preferred stock, par value $0.001. 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNITED RESTAURANT MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2008			2007
ASSETS	$                             -			$                             -
LIABILITIES
Current Liabilities
Accrued expenses	$	16,032		$	12,362
Line of credit from officer		84,403			76,493
Total Current Liabilities		100,435			88,855
STOCKHOLDERS’ DEFICIT
Preferred stock, $.001 par, 10,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, $.001 par, 100,000,000 shares
authorized, 1,774,280 shares outstanding		1,774			1,774
Additional paid in capital		2,025,726			2,025,726
Accumulated deficit		(2,127,935	)		(2,116,355	)
Total Stockholders’ Deficit		(100,435	)		(88,855	)
Total Liabilities and
Stockholders’ Deficit	$	-			-

See accompanying notes to unaudited consolidated financial statements.

F-1

UNITED RESTAURANT MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF EXPENSES

Three Months Ended March 31, 2008 and 2007

(Unaudited)

	Three Months
	Ended March 31,
	2008			2007
General & administrative	$	10,103		$	7,761
Interest expense		1,477			991
Net loss	$	(11,580	)	$	(8,662	)
Basic and diluted net loss
per common share	$	(0.01	)	$	(0.00	)
Weighted average common
shares outstanding		1,774,280			1,774,280

See accompanying notes to unaudited consolidated financial statements.

F-2

UNITED RESTAURANT MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2008 and 2007

(Unaudited)

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(11,580	)		(8,662	)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in:
Accounts payable		3,670			(2,449	)
NET CASH USED IN OPERATING ACTIVITIES		(7,910	)		(11,111	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to related parties		7,910			11,111
NET CASH USED IN FINANCING ACTIVITIES		-			-
NET CHANGE IN CASH		-			-
CASH AT BEGINNING OF PERIOD		-			-
CASH AT END OF PERIOD	$	-			-

See accompanying notes to unaudited consolidated financial statements.

F-3

UNITED RESTAURANT MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of United Restaurant Management , Inc., a Delaware corporation (“URM”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in URM’s 2007 Annual Report filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2007 as reported in Form 10-KSB, have been omitted.

NOTE 2 – LINE OF CREDIT

In April 2006, our Chief Executive Officer provided us with a line of credit for $50,000, which bears interest at 8% per annum.  In 2007, the line was increased to $95,000 and extended to December 31, 2008.  As of March 31, 2008, $84,403 had been loaned under the line of credit and $10,597 was available for us to borrow.  As of March 31, 2008, all monthly interest payments remain unpaid by us and have been accrued.

NOTE 3- GOING CONCERN

As shown in the accompanying financial statements, URM has incurred recurring net losses.  These conditions raise substantial doubt as to URM’s ability to continue as a going concern.  Management is trying to raise additional capital through sales of URM common stock as well as seeking financing from third parties.  The financial statements do not include any adjustments that might be necessary if URM is unable to continue as a going concern.

NOTE 4- SUBSEQUENT EVENT

In April 2008, Carey G. Birmingham, our sole officer and Director, entered into an agreement with Steven L. White (the “April 2008 Agreement”), whereby the Company sold 20,000,000 shares of common stock to Mr. White for $20,000 and other consideration.  As of the closing of the April 2008 Agreement, on April 22, 2008, Mr. White beneficially owned 91.9% of the outstanding shares of common stock of the Company.

Carey Birmingham resigned as an officer and director of United Restaurant Management, Inc., effective immediately upon acceptance of the appointment of Steve L. White as a director following the closing of the Agreement dated April 4, 2008.  In addition, Mr. Birmingham forgave all debts owed to him including the Line of Credit from officer totaling $84,403, cancelled the remaining 30,000 warrants he held to purchase shares of the Company’s stock and agreed to release the Company from any and all claims he may have against the Company.

F-4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF UNITED RESTAURANT MANAGEMENT, INC. ("THE COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO MARCH 31, 2008.

BUSINESS HISTORY

United Restaurant Management, Inc. was originally incorporated as a Texas corporation in September 1996, as International Test Systems, Inc. The Texas corporation was dissolved in September 1999 and reincorporated in Delaware on September 20, 1999, with all of the same assets and liabilities and substantially identical ownership structure as the former Texas corporation. Pensar Technologies, LLC was formed as a Texas Limited Liability Company on May 5, 1995 ("Pensar"). On May 7, 2002, the Company entered into an asset purchase agreement with Pensar whereby we acquired all of the assets and certain of the liabilities of Pensar. Both the Company and Pensar were entities under partial common control and the financial statements of the Company and Pensar are presented separately up to the date that the Company and Pensar entered into an asset purchase agreement in May 2002.  In September 2007, the Company filed a Certificate of Amendment to its Certificate of Incorporation to affect a name change to United Restaurant Management, Inc. and to affect a 1:25 reverse stock split of our issued an outstanding common stock (the “Reverse Split”).  The affects of the Reverse Split are retroactively affected throughout this 10-Q, unless otherwise noted.

In April 2008, Carey G. Birmingham, our sole officer and Director, entered into an agreement with Steven L. White (the “April 2008 Agreement”), whereby the Company sold 20,000,000 shares of common stock to Mr. White for $20,000 and other consideration, described in greater detail below.  As of the closing of the April 2008 Agreement, on April 22, 2008, Mr. White beneficially owned 91.9% of the outstanding shares of common stock of the Company.  Also pursuant to the April 2008 Agreement, Mr. Birmingham stepped down as officer and Director of the Company and Mr. White accepted appointment as the sole officer and Director of the Company.

BUSINESS OPERATIONS

Prior to October 2003, we manufactured, marketed, sold and distributed a family of hardware and software products used to test and troubleshoot components on printed circuit boards.

Since approximately October 2003, we effectively ceased all of our business operations and have not generated any revenues since that time.

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On April 4, 2008, Carey Birmingham entered into an agreement with Steven L. White (the “April 2008 Agreement”), which agreement closed April 22, 2008.  Pursuant to the April 2008 Agreement, Mr. Birmingham agreed to instruct the Company to accept $20,000 in consideration for the sale of 20,000,000 newly issued shares of common stock to Mr. White. Additionally, Mr. Birmingham agreed to step down as officer and Director of the Company and Mr. White accepted appointment as the sole officer and Director of the Company.  Also pursuant to the agreement, Mr. White agreed to provide Mr. Birmingham referrals of persons to whom Mr. Birmingham could sell 800,000 shares of common stock which he holds for consideration of $50,000, which amount has been paid to date (the “Initial Shares”), and Mr. Birmingham agreed to unconditionally sell an additional 800,000 shares (the “Remaining Shares”) under the following conditions:

a. An aggregate of 400,000 shares for consideration of $100,000 not later than ten (10) business days following the date upon which the common stock of the Company is approved for quotation on the OTC Bulletin Board, provided that Mr. Birmingham agrees to sell such shares at an earlier date if Mr. White provides referrals to him for such sales; and

b. An aggregate of 400,000 shares for consideration of $100,000 consideration not later than ten (10) business days following the date upon which the Company closes a reverse acquisition with an operating entity, but in no event later than one year from the date of obtaining a trading symbol of the Company, provided that Mr. Birmingham agrees to sell such shares at an earlier date if Mr. White provides referrals to him for such sales.

Pursuant to the April 2008 Agreement, if the Remaining Shares are not purchased as provided above, the following shall occur:

a. The Initial Shares shall be returned to Mr. Birmingham (they will be held in escrow pending the sale of the Remaining Shares);

b. Mr. Birmingham shall retain the $50,000 received for those shares as liquidated damages; and

c. Mr. White shall cancel the 20,000,000 shares issued to him (which are additionally being held in escrow pending the sale of the Remaining Shares), resign as officer and Director of the Company and reappoint Mr. Birmingham as officer and Director.

Also pursuant to the April 2008 Agreement, Mr. Birmingham released and forgave all debts owed by the Company to Mr. Birmingham and paid all outstanding debts of the Company owed to third parties.  Mr. Birmingham also negotiated a rescission of the MVI Stock Purchase.  Further, pursuant to the April 2008 Agreement, Mr. Birmingham cancelled the remaining 30,000 warrants he held to purchase shares of the Company’s stock and agreed to release the Company from any and all claims he may have against the Company.

CURRENT STATUS AS A BLANK CHECK SHELL COMPANY

Since approximately October 2003, after we affected the Stock Purchase Agreement with Promota, we have been classified as a "shell company". Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the "Securities Act") defines "shell company," as a company (other than an asset-backed issuer), which has "no operations; and either no or nominal assets; assets consisting of solely cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets." Additionally, since approximately October 2003, our operations have been classified as a "blank check" company, which is defined as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

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We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ our funds in its business. Our principal business objective for the next twelve (12) months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities has and will be undertaken by or under the supervision of Steven L. White, our sole officer and Director. As of the date of this filing, we have not entered into any definitive agreement with any party, we have however had specific discussions with various parties regarding potential business combination candidates and business opportunities for us; however, as stated above, we have not entered into any definitive agreements regarding such discussions to date, other than the Stock Purchase Agreement that our former Chief Executive Officer, Carey Birmingham entered into with MVI, which was subsequently rescinded, as described above. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

(a)	Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b)	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c)	Strength and diversity of management, either in place or scheduled for recruitment;
(d)	Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e)	The cost of participation by us as compared to the perceived tangible and intangible values and potentials;
(f)	The extent to which the business opportunity can be advanced;
(g)	The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
(h)	Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

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FORM OF ACQUISITION

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those of the promoters of the opportunity, and the relative negotiating strength of us and such promoters.

It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon the issuance to the stockholders of the acquired company of at least 80 percent of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.

Our present stockholders will likely not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, all or a majority of our directors may resign and new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

We presently have no employees apart from our sole officer and Director, Steven L. White. Mr. White is engaged in outside business activities and as a result, he anticipates the amount of time he will be able to devote to our business will be limited until the acquisition of a successful business opportunity has been consummated. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

RESEARCH AND DEVELOPMENT

We did not spend any funds on research and development during fiscal 2007 or 2008 to date. We do not anticipate spending any amounts on research and development until such time as we affect a business combination, if at all.

PLAN OF OPERATIONS

Our current business objective for the next twelve (12) months is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next twelve (12) months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

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We do not currently engage in any business activities that provide us with positive cash flows. As such, the costs of investigating and analyzing business combinations for the next approximately twelve (12) months and beyond will be paid with our current cash on hand and through funds loaned to us by Mr. White, which may not be available on favorable terms, if at all.

During the next twelve (12) months we anticipate incurring costs related to:

(i)	filing of Exchange Act reports, and
(ii)	costs relating to consummating an acquisition.

We believe we will be able to meet these costs with our current cash on hand and funds loaned to us by Mr. White, of which there can be no assurance, and additional amounts, as necessary, to be loaned to or invested in us by our stockholders or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our current officer and Director, Steven L. White, has not had any preliminary contact or discussions with representatives of other entities regarding a business combination with us, nor has he entered into any definitive agreements or understandings to date. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

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COMPARISON OF OPERATING RESULTS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2007

We had no revenue for the three months ended March 31, 2008 or the three months ended March 31, 2007, and have not had any revenues or operations since approximately October 2003.

We had total general and administrative expenses for the three months ended March 31, 2008 of $10,103, compared to total general and administrative expenses for the three months ended March 31, 2007 of $7,761, an increase of $2,342 or 30.2% from the prior period. Our general and administrative expenses were higher during the three months ended March 31, 2008, compared to the three months ended March 31, 2007, due to increased expenses associated with MVI Stock Purchase Agreement, which has since been cancelled as well as increased expenses associated with the preparation of and filing fees associated with our public filings.

We had interest expense of $1,477 for the three months ended March 31, 2008, compared to interest expense of $991 for the three months ended March 31, 2007, an increase in interest expense of $486 or 49.0% from the prior period.  The increase in interest expense for the three months ended March 31, 2008, compared to the three months ended March 31, 2007 was in connection with interest on our Line of Credit with our former Chief Executive Officer, Carey G. Birmingham, as described below under "Liquidity and Capital Resources," which had an outstanding balance of only $53,211 as of March 31, 2007, compared with an outstanding balance of $84,403 as of March 31, 2008, and had therefore accrued a smaller amount of interest during the three month period ended March 31, 2007, compared with the three month period ended March 31, 2008.  As of this date of this filing, Mr. Birmingham has forgiven the entire balance on the Line of Credit, pursuant to the April 2008 Agreement.

We had a net loss of $11,580 for the three months ended March 31, 2008 compared to a net loss of $8,662 for the three months ended March 31, 2007, an increase in net loss of $2,918 or 33.7% from the prior period. Our net loss increased for the current year compared to the prior year due to the $2,342 or 30.2% decrease in general and administrative expenses discussed above.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $0 as of March 31, 2008.

We had total liabilities as of March 31, 2008 of $100,435 which consisted solely of current liabilities including accrued expenses of $16,032 and line of credit from officer of $84,403, relating to amounts loaned to us under our Line of Credit (defined below) from our former Chief Executive Officer and Director, Carey G. Birmingham.

We had negative working capital of $100,435 and a total accumulated deficit of $2,127,935 as of March 31, 2008.

We had net cash used in operating activities for the three months ended March 31, 2008 of $7,910, which consisted entirely of $11,580 of net loss and $3,670 of Accounts Payable.

We had net cash provided by financing activities for the three months ended March 31, 2008 of $7,910, which was solely due to proceeds borrowed under our Line of Credit.

In April 2006, our then Chief Executive Officer and Director Carey G. Birmingham provided us with a line of credit in the amount of $50,000 (the "Line of Credit"), which accrued interest at the rate of 8% per annum, until paid, which interest was due and payable on the 15th of each month the Line of Credit was outstanding. The Line of Credit was originally due and payable (along with any accrued and unpaid interest) on December 31, 2006, but was subsequently extended to December 31, 2007 and increased from $50,000 to $75,000 by Mr. Birmingham. Further, on November 1, 2007, Mr. Birmingham extended the maturity date on the Line of Credit to December 31, 2008 and increased the amount the Company could borrow on that Line of Credit to $95,000. As of March 31, 2008, $84,403 had been loaned under the Line of Credit and $10,597 was available for us to borrow and all monthly interest payments remained unpaid by us and had been accrued. 

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In connection with the April 2008 Agreement that Mr. Birmingham entered into with Steven L. White, Mr. Birmingham has agreed to forgive all debts owed to him by the Company, including the Line of Credit.  Mr. Birmingham has also notified us that as of the closing of the April 2008 Agreement, he is no longer willing to loan us money under the Line of Credit, and as a result, we will need to raise alternate financing elsewhere, which may not be available on favorable terms, if at all.

We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent, that desires to employ our funds in its business. Our principal business objective for the next twelve (12) months and beyond, will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We do not currently have any commitments from any shareholders or our officer and Director, Steven White, to supplement our operations or provide us with financing in the future.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivable, investment values, income taxes, the recapitalization and contingencies. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently issued accounting pronouncements. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4T. CONTROLS AND PROCEDURES

(a)           Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure due to a material weakness.  The material weakness relates to the monitoring and review of work performed by our Chief Executive Officer, who also acts as our Chief Financial Officer in the preparation of financial statements, footnotes and financial data provided to the Company’s registered public accounting firm in connection with their work. All of our financial reporting is carried out by our CEO/CFO, and we do not have an audit committee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

(b)           Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

Our business is subject to numerous risk factors, including the following:

WE HAVE A LIMITED OPERATING HISTORY AND MINIMAL ASSETS AND HAVE HAD NO OPERATIONS AND GENERATED NO REVENUES SINCE OCTOBER 2003.

We have a limited operating history, and have had no operations nor any revenues or earnings from operations since approximately October 2003. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.

SHAREHOLDERS WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE NOT ELIGIBLE TO SELL OUR SECURITIES PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “BLANK CHECK” COMPANY AND A “SHELL COMPANY”

We are characterized as both a “blank check” company and a “shell company.” The term "blank check company" is defined as a company that is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.  Because we are a “blank check” company, Rule 144 is not available to our shareholders and we are required to comply with additional SEC rules regarding any offerings we may undertake.

Additionally, pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for a period of one year; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.”  Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a “shell company” (as described in greater detail above), any securities we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above.

As a result of us being a “blank check” company and a “shell company”  it will be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Additionally, as we may not ever cease to be a “blank check company” or a “shell company,” investors who hold our securities may be forced to hold such securities indefinitely.

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OUR SOLE OFFICER AND DIRECTOR IS CURRENTLY ENGAGED IN A BUSINESS VENTURE THAT COMPETES DIRECTLY WITH THE COMPANY.

Our sole officer and Director, Steven L. White is engaged in a business venture that competes directly with the Company. Since August 2006, Mr. White has been and continues as the sole officer and director of Liberty Alliance, Inc., a shell company which filed a registration statement on Form 10-SB on August 1, 2007. Since Mr. White’s position with Liberty Alliance is the same as that with the Company, and since Liberty Alliance’s business plan is the same as that of the Company, Mr. White has the sole discretion to direct a business opportunity to either Liberty Alliance or the Company. As such, Mr. White may have a conflict of interest in choosing which entity (Liberty Alliance or the Company) will benefit, if a benefit is derived, from a company that he finds as a potential target company. Mr. White may also engage affiliates and associates, which represent individuals with whom he has had or may continue to have a business relationship. These affiliates or associates of Mr. White may have business interests that are adverse to the Company’s interests. As such, Mr. White, as the Company’s sole officer and director, may have a conflict of interest when selecting a business opportunity presented to him by an affiliate or associate of his.

THERE MAY BE ADDITIONAL CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT STOCKHOLDERS.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest, in addition to the conflict discussed above under “Our sole officer and Director is currently engaged in a business venture that competes directly with the Company,” may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at some point compromise its fiduciary duty to our stockholders.

THE NATURE OF OUR PROPOSED OPERATIONS IS HIGHLY SPECULATIVE.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control.

THE COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS IS GREAT.

We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.

IT WILL BE IMPRACTICABLE FOR US TO CONDUCT AN EXHAUSTIVE INVESTIGATION PRIOR TO ANY BUSINESS COMBINATION, WHICH MAY LEAD TO A FAILURE TO MEET OUR FIDUCIARY OBLIGATIONS TO OUR SHAREHOLDERS.

Our limited funds and the fact that we currently only have one officer and Director will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target company. The decision to enter into a business combination, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals and advisors associated with the business entity seeking our participation. Management may not be able to meet its fiduciary obligation to us and our stockholders due to the impracticability of completing thorough due diligence of a target company. By our failure to complete a thorough due diligence and exhaustive investigation of a target company, we are more susceptible to derivative litigation or other stockholder suits. In addition, this failure to meet our fiduciary obligations increases the likelihood of plaintiff success in such litigation.

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WE HAVE NO CURRENT AGREEMENTS IN PLACE FOR A BUSINESS COMBINATION OR OTHER TRANSACTION, AND WE CURRENTLY HAVE NO STANDARDS FOR POTENTIAL BUSINESS COMBINATIONS, AND AS A RESULT, OUR MANAGEMENT HAS SOLE DISCRETION REGARDING ANY POTENTIAL BUSINESS COMBINATION.

We have no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Steven L. White is currently our controlling shareholder and as such currently has complete control and discretion with regard to our business and affairs.  As such, Mr. White will have complete discretion over whether or not we will enter into a business combination in the future. Management has not identified any particular industry or specific business within an industry for evaluation by us. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.

ANY FUTURE BUSINESS COMBINATION IS HIGHLY DEPENDENT ON THE ACTIONS OF OUR SOLE OFFICER AND DIRECTOR.

While seeking a business combination, management anticipates devoting only a limited amount of time per month to our business. We have not obtained key man life insurance on our officer/director. Our sole officer and Director, Steven L. White, holds his position contingently, and in the event that Mr. White, is unable to comply with certain terms and conditions of the April 2008 Agreement, discussed above, he is obligated to resign and reappoint our former officer and Director, Carey Birmingham, as sole officer and Director of the Company.  Thus, there is a degree of uncertainty as to the future identity of management of the Company.  Currently, Mr. White has complete control over whether we enter into a merger or acquisition in the future.  As a result, shareholders should keep in mind that they will have little to no control over what merger or acquisition, if any, we may enter into in the future.

IF THE TERMS OF THE APRIL 2008 AGREEMENT ARE NOT COMPLIED WITH, OUR SOLE OFFICER AND DIRECTOR WILL CHANGE.

Pursuant to the terms of the April 2008 Agreement (described above), in the event the Remaining Shares held by Mr. Birmingham are not sold and/or the other terms of the April 2008 Agreement are not complied with, Mr. White, our current sole officer and Director has agreed to resign and re-appoint Carey Birmingham, our former officer and Director.  As a result, Steven L. White, our current officer holds his position contingently, and as a result, our current sole officer and Director may not be the one making the ultimate decision regarding the acceptance by us of the terms and conditions of any proposed merger or acquisition and there is a degree of uncertainty as to the future identity of management of the Company.  Currently, Mr. White has complete control over whether we enter into a merger or acquisition in the future.  If he is forced to resign, Mr. Birmingham will once again have complete control over whether we enter into a merger or acquisition in the future.  As a result, shareholders should keep in mind that they will have little to no control over what merger or acquisition, if any, we may enter into in the future.

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OUR AUDITOR HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.

We have generated nominal revenues since inception; and have not generated any revenues since October 2003, nor have we had any operations since October 2003. We had an accumulated deficit of $2,127,935 as of March 31, 2008 and a working capital deficit of $100,435 as of March 31, 2008. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing and/or attain profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or even worthless.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE AN ACQUISITION.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires companies subject thereto to provide certain information about significant acquisitions including audited financial statements for the company acquired and a detailed description of the business operations and risks associated with such company's operations. The time and additional costs that may be incurred by some target companies to prepare such financial statements and descriptive information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Additionally, acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

WE HAVE NOT CONDUCTED ANY MARKET RESEARCH REGARDING ANY POTENTIAL BUSINESS COMBINATIONS.

We have neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by us. Even in the event demand exists for a transaction of the type contemplated by us, there is no assurance we will be successful in completing any such business combination.

WE DO NOT PLAN TO DIVERSIFY OUR OPERATIONS IN THE EVENT OF A BUSINESS COMBINATION.

Our proposed operations, even if successful, will in all likelihood result in our engaging in a business combination with only one target company. Consequently, our activities will be limited to those engaged in by the business entity which we will merge with or acquire. Our inability to diversify its activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.

ANY BUSINESS COMBINATION WILL LIKELY RESULT IN A CHANGE IN CONTROL AND IN OUR MANAGEMENT.

A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require our shareholder to sell or transfer all or a portion of their common stock. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.

Our primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in our issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock would result in a reduction in percentage of shares owned by our present shareholders and could therefore result in a change in control of our management.

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FEDERAL AND STATE TAXATION RULES COULD ADVERSELY EFFECT ANY BUSINESS COMBINATION WE MAY UNDERTAKE.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

WE MAY BE FORCED TO RELY ON UNAUDITED FINANCIAL STATEMENTS IN CONNECTION WITH ANY BUSINESS COMBINATION.

We will require audited financial statements from any business entity we propose to acquire. No assurance can be given; however, that audited financials will be available to us prior to a business combination. In cases where audited financials are unavailable, we will have to rely upon unaudited information that has not been verified by outside auditors in making our decision to engage in a transaction with the business entity. The lack of the type of independent verification which audited financial statements would provide increases the risk that we, in evaluating a transaction with such a target company, will not have the benefit of full and accurate information about the financial condition and operating history of the target company. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for us.

WE MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the "Investment Company Act"), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.

Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act of 1933, as amended (the "Securities Act") and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING BUSINESS.

We have had no revenues from operations for approximately the past five (5) years. We have had no operations for approximately the past five (5) years. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

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THE COMPANY MAY ISSUE MORE SHARES IN CONNECTION WITH A MERGER OR ACQUISITION, WHICH WOULD RESULT IN SUBSTANTIAL DILUTION.

Our Certificate of Incorporation, as amended, authorizes the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 10,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected

THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR COMMON STOCK.

There is no public trading market for our common stock, and none is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act, if at all. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the "pink sheets," where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination. Additionally, there can be no assurances that we will be able to obtain listing on the OTC Bulletin Board or the "pink sheets," which failure could cause our common stock become worthless.

PRINCIPAL STOCKHOLDERS MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO REPURCHASE THEIR SHARES OF COMMON STOCK.

In order to provide control of the Company to a third party, our principal stockholders may choose to cause the Company to sell Company securities to third parties, with the proceeds of such sale being utilized for the Company to repurchase shares of common stock held by such principal stockholders. As a result of such transaction, our management, principal stockholders and Board of Directors may change.

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WE HAVE PREFERRED STOCK AUTHORIZED, WHICH PREFERRED STOCK MAY BE ISSUED BY OUR BOARD OF DIRECTORS WITHOUT FURTHER SHAREHOLDER APPROVAL AND WHICH MAY HAVE RIGHTS AND PREFERENCES GREATER THAN OUR COMMON STOCK.

Our Certificate of Incorporation, as amended, authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future.

IN THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.

We anticipate incurring significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act at the end of each fiscal year.  Additionally, for our 2009 fiscal year, Section 404 will require us to obtain a report from our independent registered public accounting firm attesting to the assessment made by management.  Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

OUR SOLE OFFICER AND DIRECTOR, STEVEN L. WHITE HOLDS A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK.

Our sole officer and Director, Steven L. White currently owns or controls approximately 91.9% of all the issued and outstanding capital stock of the Company. Consequently,  Mr. White controls the operations of the Company and has the ability to control substantially all matters submitted to stockholders for approval, including:

· The adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

· Any amendment of the Company's certificate of incorporation or bylaws;

· The removal of any directors; and

· The election of the board of directors;

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Therefore, Mr. White will have substantial influence over our management and affairs, and other stockholders of the Company will possess no practical ability to remove our current management or effect the operations of the business of the Company. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 22, 2008, the Company sold 20,000,000 shares of common stock to Steven L. White in consideration for $20,000. The shares were sold without registration under the Securities Act of 1933, as amended, pursuant to an exemption from registration afforded by Section 4(2) thereof, and Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving any public offering. Mr. White was not an accredited investor at the time of the transaction. The information required pursuant to Rule 502(b)(2)(ii) of Regulation D was provided to Mr. White at a reasonable time prior to the sale. Mr. White was also advised of the limitations on resale of the shares as provided in Rule 502(c) of Regulation D. He delivered appropriate investment representations with respect to the shares and consented to the imposition of a restrictive legend upon the stock certificate representing the shares. He represented that he had not entered into the transaction with the Company as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. He represented that he had been afforded the opportunity to ask questions of the Company’s management and to receive answers concerning the terms and conditions of the stock sale. No underwriting discounts or commissions were paid in connection with the transaction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) EXHIBITS

3.1 (1)	Certificate of Incorporation of Registrant
3.2 (1)	By-laws of Registrant
3.3 (2)	Certificate of Amendment to Certificate of Incorporation
3.4 (5)	Certificate of Renewal and Revival of Charter
3.5 (6)	Certificate of Amendment to Certificate of Incorporation (09/25/07)
10.1 (3)	Stock Exchange Agreement dated September 20, 1999 among certain shareholders of International Test Systems, Inc., a Texas corporation and International Test Systems, Inc., a Delaware corporation.
10.2 (4)	Asset Purchase Agreement between International Test Systems, Inc. and Pensar Technologies, LLC

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10.3 (5)	Stock Purchase Agreement by and between BFP Texas, Ltd. and Promota International, Inc.
10.4 (5)	Promissory Note with Carey G. Birmingham
10.5 (5)	Master Revolving Line of Credit with Carey G. Birmingham
10.6 (5)	Master Revolving Line of Credit with BFP Texas, Ltd.
10.7 (6)	Stock Purchase Agreement by and between Carey Birmingham and Mastodon Ventures, Inc.
10.8(7)	Increased Master Revolving Credit Note with Carey G. Birmingham
10.9*	Agreement dated April 4, 2008 by and between Carey G. Birmingham and Steven L. White
31*	Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Attached hereto.

(1) Filed as an exhibit to our registration statement filed on September 30, 1999, and incorporated by reference herein.

(2) Filed as an exhibit to our registration statement filed on January 2, 2003, and incorporated by reference herein.

(3) Filed as an exhibit to our registration statement filed on July 26, 2000, and incorporated by reference herein.

(4) Filed as an exhibit to our registration statement filed on July 1, 2002, and incorporated by reference herein.

(5) Filed as exhibits to our Report on Form 10-KSB for the period ended December 31, 2003, which was filed with the Commission on August 2, 2006 and incorporated by reference herein.

(6) Filed as exhibits to our Report on Form 8-K filed with the Commission on October 11, 2007, and incorporated herein by reference.

(7) Filed as exhibits to our Report on Form 10-KSB for the period ended December 31, 2007, which was filed with the Commission on March 26, 2008 and incorporated by reference herein.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED RESTAURANT MANAGEMENT, INC.
DATED: May 15, 2008	By: /s/ Steven L. White
	Steven L. White
	Chief Executive Officer

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