Americhip International (ACHI) 10QSB 2008 Q1 Quarterly report (small business)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDING FEBRUARY 29, 2008

AMERICHIP INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada	000-33127	98-0339467
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification)

24700 Capital Blvd. Clinton Township, Michigan	48036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (586) 783-4598

(Former name or former address, if changed since last report)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Joseph I. Emas, Attorney at Law

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone: 305.531.1174

Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes x  No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

As of April 21, 2008, 222,169,955 shares of $.001 par value common stock were outstanding.

Transitional Small Business Disclosure Format (check one)  Yes o  No x

Indicate if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No x

AMERICHIP INTERNATIONAL INC.

FORM 10-QSB

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements (unaudited)	1
Condensed balance sheets at February 29, 2008 and November 30, 2007	F-1
Condensed statements of operations for the Three Months ended February 29, 2008	F-2
Condensed statements of cash flows for the Three Months 7 ended February 29, 2008	F-5 - F-6
Notes to condensed financial statements	F-7
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations	2
Item 3. Controls and Procedures	16
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Submission of Matters to a Vote of Security Holders	18
Item 5. Other Information	18
Item 6. Exhibits	18
Signatures	19

PART I FINANCIAL INFORMATION

General

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flow, and stockholders’ deficit in conformity with generally accepted accounting principles in the United States of America. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company’s annual report on Form 10-KSB for the year ended November 30, 2007. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended February 29, 2008 are not necessarily indicative of the results that can be expected for the year ended November 30, 2008.

1

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
	February 29			November 30,
	2008			2007
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	1,837		$	131
Accounts receivable - trade, net		363,796			685,303
Accounts receivable - other		950			1,600
Related party receivable		402,010			174,010
Prepaid expenses		376,951			403,849
Inventory		100,000			135,047
TOTAL CURRENT ASSETS		1,245,544			1,399,940
FIXED ASSETS, NET		3,448,529			3,586,140
OTHER ASSETS
Deposits		46,288			39,488
Technology rights and patents, net of amortization		11,043			12,095
Goodwill		2,577,673			2,577,673
TOTAL OTHER ASSETS		2,635,004			2,629,256
TOTAL ASSETS	$	7,329,077		$	7,615,336
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	-		$	39,153
Accounts payable and accrued expenses		543,389			618,100
Related party payable		81,586			85,086
Related party notes payable, current portion		23,125			22,857
Notes payable - bank, current portion		248,149			257,979
Notes payable - other, current portion		2,618,828			187,527
Convertible debentures, net of discounts		244,579			244,579
Accrued interest - related party		-			228,573
Accrued interest - other		103,553			73,821
Deferred revenue		22,000			22,000
Deposits - private placements		421,583			261,774
TOTAL CURRENT LIABILITIES		4,306,792			2,041,449
LONG-TERM LIABILITIES
Related party notes payable, net of current portion		155,376			163,174
Notes payable - bank, net of current portion		2,482,357			2,515,368
Notes payable - other, net of current portion		39,647			2,515,549
TOTAL LONG-TERM LIABILITIES		2,677,380			5,194,091
COMMITMENTS AND CONTINGENCIES		-			-
MINORITY INTEREST		3,413			3,413
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 1,000,000,000 shares authorized,
222,169,955 and 184,234,723  shares issued and outstanding,
respectively		222,170			184,235
Preferred stock, no par value, 255,000 and 0 shares issued and
outstanding, respectively		12,750			-
Additional paid-in capital		33,236,121			32,352,115
Accumulated deficit		(33,129,549	)		(32,159,967	)
TOTAL STOCKHOLDERS' EQUITY		341,492			376,383
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	7,329,077		$	7,615,336

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

F-1

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended
	February 29			February 28
	2008			2007
	(unaudited)			(unaudited)
REVENUES	$	921,472		$	180,435
COST OF SALES		413,819			53,526
Gross Profit		507,653			126,909
EXPENSES
Administrative service		471,613			217,167
Director fees		16,750			5,850,000
Consulting expense		467,598			1,756,997
Depreciation and amortization		132,240			51,919
Legal and accounting		104,392			214,745
License expense		30,000			30,000
Office expense		19,790			22,526
Wages-officers and directors		56,643			-
Wages - other		41,449			63,542
Bad debts		10,808			-
Total Expenses		1,351,283			8,206,896
LOSS FROM OPERATIONS		(843,630	)		(8,079,987	)
OTHER INCOME (EXPENSE)
Financing expense		(1,665	)		(2,000	)
Interest expense		(124,577	)		(51,793	)
Gain on sale of fixed assets		290			-
Total Other Income (Expense)		(125,952	)		(53,793	)
LOSS BEFORE TAXES		(969,582	)		(8,133,780	)
INCOME TAX EXPENSE		-			-
NET LOSS	$	(969,582	)	$	(8,133,780	)
BASIC AND DILUTED NET LOSS PER SHARE	$nil			$	(0.11	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		204,894,220			74,749,749

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

F-2

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
									Additional						Total
	Common Stock				Preferred Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			(Deficit)			(Deficit)
Balance, November 30, 2006		65,538,180		65,539		-		-		19,837,699			(21,502,069	)		(1,598,831	)
Common stock issued in private placements forcash received in the current year, as well as private placement deposits recognized from the prior fiscal year at an average price of $0.018 per share		12,778,261		12,778		-		-		1,563,545			-			1,576,323
Common stock options issued and exercised for for consulting and services at an average price of $0.022 per share		19,757,833		19,758		-		-		3,082,584			-			3,102,342
Common stock issued for consulting and services at an average price of $0.020 per share		1,307,143		1,307		-		-		189,693			-			191,000
Common stock options issued and exercised for prepaid consulting and services at an average price of $0.028 per share		2,110,286		2,110		-		-		398,330			-			400,440
Common stock issued for prepaid consulting services at an average price of $0.020 per share		142,857		143		-		-		19,857			-			20,000
Common stock issued for a discount on convertible debentures at $0.030 per share		57,143		57		-		-		11,943			-			12,000
Warrants issued for services at an average price of $0.026 per share		-		-		-		-		5,919,400			-			5,919,400
Common stock issued for warrants exercised		34,014,286		34,014		-		-		(34,014	)		-			-
Common stock issued in payment of note payable at an average price of $0.025 per share		29,600,000		29,600		-		-		712,400			-			742,000
Common stock issued to adjust fractional shares subsequent to 1 for 7 reverse stock split at an average price of $0.000 per share		12,857		13		-		-		(13	)		-			-
Common stock issued in private placements for cash received at an average price of $0.030 per share		11,400,544		11,401		-		-		336,826			-			348,227
Common stock options issued and exercised for for consulting and services at an average price $0.090 per share		112,000		112		-		-		9,968			-			10,080
Common stock issued for consulting and services at an average price of $0.043 per share		2,570,000		2,570		-		-		108,730			-			111,300
Common stock issued for a deposit on an operating lease at an average price of $0.067 per share		1,500,000		1,500		-		-		98,500			-			100,000
Common stock issued for conversion of an outstanding convertible debenture at an average price of $.030 per share		3,333,333		3,333		-		-		96,667			-			100,000
Net loss for the year ended November 30, 2007		-		-		-		-		-			(10,657,898	)		(10,657,898	)
Balance, November 30, 2007		184,234,723	$	184,235		-		-	$	32,352,115		$	(32,159,967	)	$	376,383

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

F-3

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - CONTINUED
									Additional					Total
	Common Stock				Preferred Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		(Deficit)			(Deficit)
Balance, November 30, 2007		184,234,723		184,235		-		-		32,352,115		(32,159,967	)		376,383
Common stock issued in private placements recognized from the prior fiscal year at an average price of $0.09 per share		458,383		458		-		-		3,667		-			4,125
Common stock issued for consulting and services at an average price of $0.044 per share		9,636,849		9,637		-		-		417,603		-			427,240
Common stock issued for payment on loan receivable and accrued interest payable at an average price of $0.018 per share		27,740,000		27,740		-		-		458,836		-			486,576
Common stock issued for officer fee at an average price of $0.04 per share		100,000		100		-		-		3,900		-			4,000
Preferred stock issued for director fees at an average price of $0.05 per share		-		-		255,000		12,750		-		-			12,750
Net loss for the three months ended February 29, 2008		-		-		-		-		-		(969,582	)		(969,582	)
Balance, February 29, 2008		222,169,955		222,170		255,000		12,750		33,236,121		(33,129,549	)		341,492

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

F-4

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended
	February 29			February 28
	2008			2007
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers	$	1,232,171		$	107,284
Cash paid to suppliers & employees		(1,030,349	)		(494,674	)
Interest paid		(94,845	)		(36,218	)
Net cash provided (used) by operating activities		106,977			(423,608	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for deposits		(6,800	)		-
Payments made for the acquisition of a subsidiary		-			(150,000	)
Cash received from the acquisition of subsidiary		-			19,787
Net cash used by investing activities		(6,800	)		(130,213	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments made to refinance equipment of acquired subsidiary		-			(320,000	)
Payments on related party payable		(3,500	)		-
Payments made on related party notes payable		(7,530	)		(3,626	)
Payments made on note payable - bank		(42,841	)		-
Payments made on notes payable - other		(44,600	)		-
Proceeds received on convertible debentures		-			100,000
Proceeds from the issuance of common stock		-			819,746
Net cash provided (used) by financing activities		(98,471	)		596,120
NET INCREASE IN CASH		1,706			42,299
CASH, BEGINNING OF PERIOD		131			1,716
CASH, END OF PERIOD	$	1,837		$	44,015

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

F-5

AMERICHIP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
	Three Months Ended
	February 29			February 28
	2008			2007
	(unaudited)			(unaudited)
RECONCILIATION OF NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES
Net loss for the period	$	(969,582	)	$	(8,133,780	)
Depreciation and amortization which did not require the use of cash		132,240			51,919
Gain on the sales of fixed assets		(290	)		-
Amortization of finance charges which did not require the use of cash		-			2,000
Bad debt expense		10,808
Licenses expense which did not require the use of cash		30,000			30,000
Warrants issued for services		-			5,899,400
Common stock issued for consulting services		427,243			1,585,955
Common stock issued for officer's fee		4,000			-
Preferred stock issued for director fees		12,750			-
		(352,831	)		(564,506	)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Increase (Decrease)
Accounts receivable - trade		310,699			(73,151	)
Accounts receivable - other		650			-
Prepaid expenses		26,898			103
Inventories		35,047			(205	)
(Increase) Decrease
Bank overdraft		(39,153	)		(15	)
Accounts payable and accrued expenses		(67,999	)		(156,113	)
Accrued interest payable		29,732			15,575
Deposits - private placement		163,934			354,704
Net cash provided (used) by operating activities	$	106,977		$	(423,608	)
SUPPLEMENTAL NON-CASH ACTIVITY
Common stock issued for private placement deposits received in prior year	$	4,125		$	354,704
Common stock issued for related party note receivable		258,000			-
Common stock issued for accrued interest payable		228,573			-

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

F-6

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

AmeriChip International, Inc. (hereinafter “AmeriChip” or “the Company”) was incorporated in the State of Nevada on October 17, 2000 as Southborrough Technology Corporation for the purpose of mineral exploration. On March 9, 2001, the corporate name was changed to Southborrough Ventures, Inc. Although the Company obtained an option to acquire a mineral claim in British Columbia, Canada, the Company allowed the option on that claim to expire on or about June 30, 2003, as the Company was unable to identify any commercially exploitable reserves.  The Company changed its name to AmeriChip International, Inc. on December 1, 2003.  The Company is currently engaged in the development of its patented technology for use in manufacturing.

On March 22, 2003, the Company acquired all of the outstanding stock of AmeriChip Ventures, Inc., an 80% owner of the stock of AmeriChip, Inc., which holds the patents for the Laser Assisted Chip Control (“LACC”) technology.  For accounting purposes, the acquisition has been treated as a recapitalization of AmeriChip, Inc. with AmeriChip International, Inc. as the acquirer in a reverse acquisition.

On November 12, 2003, the Company incorporated a subsidiary, AmeriChip Tool and Abrasives, LLC (hereinafter “ATA”), whose primary focus is to the sale of machining products. ATA has secured office space and established headquarters in Plymouth, Michigan. On August 21, 2004, AmeriChip International, Inc., through ATA, entered into an agreement to acquire certain assets of National Abrasive Systems Co. (hereinafter (“NASCO”), a Michigan corporation. NASCO is considered a related entity because its president is also the president of AmeriChip International, Inc. With the acquisition of inventory, ATA became the Company’s first fully operating subsidiary. With the establishment of planned operations in its subsidiary, the Company moved from a development stage enterprise into an operating company in August, 2004. The Company was in the development stage from December 1, 2000 through November 30, 2003. The year 2004 is the first year during which it is considered an operating company. This transaction is more fully described in Note 12.

On September 10, 2004, the Company formed AmeriChip International Holdings, LLC, a wholly owned subsidiary, to acquire an unrelated entity out of bankruptcy. This transaction was later terminated and the LLC is currently dormant.

On August 9, 2004, the Company incorporated a wholly owned subsidiary, AmeriChip Canada, Inc., a Canadian charter corporation. This entity was formed to channel Canadian based opportunities to both AmeriChip International and AmeriChip Tool and Abrasives.

In February 2005, a Texas Corporation, AmeriChip Pipe Technologies, Inc. was formed to facilitate the implementation of flexible manufacturing system that the Company had designed to manufacture oil pipe. As of November 30, 2006, this subsidiary has generated no sales.

F-7

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

On April 17, 2006, the Company formed AmeriChip Automtotive, Inc., a wholly owned subsidiary, to develop sales related to the automotive industry. As of November 30, 2006, no sales have been generated in this entity.

On October 19, 2006, the Company formed Excellence 3, Inc., a wholly owned subsidiary. This entity was formed in order to acquire the fixed assets of KSI Machine and Engineering, Inc. (“KSI”) as part of AmeriChip International, Inc.’s acquisition of the outstanding common stock of KSI. Upon acquisition of this equipment, this subsidiary leased the fixed assets back to AmeriChip International, Inc.

On February 15, 2007, the Company acquired all of the outstanding stock of KSI Machine & Engineering, Inc. (KSI). Upon its acquisition, KSI became a fully owned subsidiary of AmeriChip International, Inc. Concurrent with its acquisition by AmeriChip International, Inc., KSI’s status as a Subchapter S Corporation for Federal Income Tax purposes was terminated, effective January 1, 2007. In addition, the fiscal year end of KSI was changed from December 31 to November 30 of each year, in order to coincide with the fiscal year of AmeriChip International, Inc. KSI is a Tier 1 automotive supplier, who provides CNC machining services to its customers.

The year end of AmeriChip International, Inc. and its affiliated subsidiaries is November 30.

NOTE 2 – SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim reporting

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended February 29, 2008. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

The consolidated financial statements of the Company for the three months ending February 28, 2007 includes the results of operations related to KSI for the period of February 15, 2007 (date of acquisition) through February 29, 2008.

F-8

NOTE 2 – SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

During the three months ending February 29, 2008, no allocation of losses was made to the minority interest, because the Company’s 80% owned subsidiary, AmeriChip, Inc., is considered dormant and is not expected to conduct business in the future.

Use of estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations. Operating results for the three-month period ended February 29, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008.

Principles of Consolidation

The consolidated financial statements of AmeriChip International, Inc. include the accounts of the following companies: AmeriChip International, Inc., AmeriChip Tool and Abrasives, LLC, AmeriChip Canada, Inc., AmeriChip Ventures, Inc., AmeriChip, Inc., KSI Machine & Engineering, Inc., and Excellence 3, Inc.  All material intercompany transactions have been eliminated.

Revenue

The Company recognizes revenue from product sales when products are shipped and title passes to customers. The Company has not provided an allowance for sales returns because the Company’s historical sales experience indicates that a very immaterial amount of sales are subsequently returned. Returns of a product, if permitted by the manufacturer, are charged a 15% restock fee. Specialized machined products created to the customer’s blueprint specifications are also being produced. These product costs are market driven and the Company warrants the finished product to the extent they meet the specifications.

As an agent, the Company recognizes its commissions when the earnings process is completed (delivery taken and title passed to customer). And collection is probable.

Cost of sales consists of the purchase price of products sold, inbound and outbound shipping charges, and packaging supplies.

F-9

NOTE 2 – SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill

As of February 29, 2008, goodwill in the amount of $2,577,673 is reflected on the Company’s balance sheet related to the acquisition of 100% of the common stock of KSI Machine & Engineering, Inc. In accordance with SFAS No. 141, the acquisition of the common stock of KSI is reflected utilizing the purchase method of accounting for business combinations. Goodwill represents the excess of the acquisition cost of KSI’s common stock over the book value of the net assets included in KSI. In accordance with SFAS No. 142, goodwill has an indefinite useful life and, accordingly, is not amortizable. SFAS No. 142 requires that goodwill be tested at least annually in order to determine the impairment of the value of the goodwill. The first step is a screening process to determine if impairment of goodwill has occurred. The second step is to measure the amount of any impairment that has occurred. If goodwill is found to be impaired as a result of this testing process, the carrying value of goodwill would be reduced by the amount of this impairment.

As a result of applying the first step in this testing process, management has determined that no impairment of goodwill exists as of February 29, 2008. As a result, goodwill is reflected in the Company’s balance sheet at its acquired cost as determined at the date of acquisition. The intangible benefits of the acquisition of KSI’s common stock include the Company’s Tier 1 status for automotive customers, a good credit history for KSI, a trained workforce, and a platform by which AmeriChip may begin to implement the use of its patented Laser Assisted Chip Control technology. These benefits still exist as of February 29, 2008. Impairment will again be evaluated at the end of the Company’s fiscal year.

NOTE 3– EQUITY

Common Stock

In May 2004, the Company’s board of directors elected to increase the authorized capital of the Company from 100,000,000 shares of common stock to 500,000,000 shares of $0.001 par value common stock, and again on December 8, 2006, the board elected to increase the authorized capital from 500,000,000 shares to 900,000,000 shares. On April 25, 2007, the Company’s Board of Directors again elected to increase the authorized capital of the Company from 900,000,000 shares to 1,000,000,000 shares. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

In August, 2007, the Board of Directors authorized a 1 for 7 reverse stock split. As a result of this reverse stock split, the Company issued 1 share of the Company’s common stock to each of the shareholders of record in exchange for 7 shares of common stock held by each shareholder. The net result of this reverse stock split was to reduce the number of common shares outstanding to one – seventh of their previous amounts. On August 13, 2007, the Corporation enacted its 1 for 7 reverse stock split.

F-10

NOTE 3 – EQUITY (Continued)

During the three months ended February 29, 2008, 458,383 shares of common stock were issued at an average price of $0.09 per share in a private placement received during the fiscal year ended November 30, 2007 for $4,125 in cash; 9,636,849 shares of common stock were issued at an average price of $0.044 per share for consulting services with a fair value of $427,240; 27,740,000 shares of common stock were issued at an average price of $0.018 per share for a related party receivable in the amount of $258,000 and accrued interest payable to the same related party in the amount of $228,673; and 100,000 shares of common stock were issued at an average price of $0.04 per share to an officer of one of the Company’s subsidiaries in the amount of $4,000 for an officer’s fee.

Preferred Stock

In January, 2008, the Board of Directors authorized the Company to issue 255,000 shares of Series A Convertible Preferred Stock to its three Board members as follows: 115,000 shares to one Board member, 115,000 shares to a second Board member, and 25,000 shares to a third Board member. Terms of the preferred stock allow its holders 1,000 votes for each share of preferred stock held. These shares are not subject to increase without the consent of all of the holders of the preferred stock. The preferred stock has no conversion provisions.

On February 4, 2008, the Corporation issued the preferred shares to each respectiveholder. The value of the preferred shares issued was determined based upon the fair market value of the Company’s common stock at the date of issue, on a share for share basis. Accordingly, during the three months ended February 29, 2008, the Company’s equity was increased in the amount of $12,750 to reflect the value of the preferred shares issued. These shares are reflected as director fees in the Company’s statement of operations for the three months ended February 29, 2008.  The number of preferred shares for each respective shareholder are disclosed in the filed Form 4 “Statement of Changes in Beneficial Ownership” filed by each shareholder with the Security and Exchange Commission.

Stock Options

On October 22, 2003, the Company’s board of directors approved the AmeriChip International Inc. 2003 Non-Qualified Incentive Stock Option Plan (hereinafter “the Plan”), which as amended through November 30, 2007, allowed the Company to issue up to 358,000,000 shares of the Company’s common stock to officers, directors, employees and consultants. All 358,000,000 shares issuable in accordance with the Plan have been registered with the Securities and Exchange Commission on Form S-8. As of February 29, 2008, there were 34,528 options available to be issued under the plan.

Warrants

During the three months ended February 29, 2008, warrants to acquire 3,625,000 shares of the Company’s common stock, which had an accumulated value of $88,838, were cancelled because they were not exercised by their respective maturity dates. The cancellation of these warrants had no effect on the Company’s results from operations or equity balance. As of February 29, 2008, there were no outstanding warrants which had not been exercised.

NOTE 3 – EQUITY (Continued)

Summarized information about stock warrants outstanding and exercisable at February 29, 2008 are as follows:

	Number of warrants	Weighted Average Remaining Life	Average exercise price
During the year ended November 30, 2007:
Issued	33,625,000	.69	$0.034
Cancelled	(10,000,000)	-	-
Exercised	(10,000,000)	.50	$0.030
Total warrants outstanding at November 30, 2007	13,625,000	.60	$0.037
Total unexercised warrants at November 30, 2007	13,625,000	.60	$0.037
During the three months ended February 29, 2008:
Issued	-	-	-
Cancelled	(13,625,000)	.60	$0.037
Exercised	-	-	-
Total warrants outstanding at February 29, 2008	-	-	-
Total unexercised warrants at February 29, 2008	-	-	-

NOTE 4 – RELATED PARTY TRANSACTIONS

As of November 30, 2007, the Corporation was obligated to an unrelated entity for accrued interest in the amount of $228,673, related to a licensing agreement with a former shareholder. The former shareholder assigned his rights to the principal and interest amounts due under this licensing agreement to an unrelated entity during the year ended November 30, 2007. During the three months ended February 29, 2008, the Corporation issued 27,740,000 shares to various unrelated entities in exchange for the unpaid interest on this licensing agreement in the amount of $228,573, as well as a loan from the unrelated entity which was assigned the licensing agreement in the amount of $258,000. See note 3 for common stock issued to an officer of the Corporation and for preferred stock issued to three directors of the corporation. See note 5 regarding a related party note payable.

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NOTE 5 - LONG -TERM DEBT

Related party notes payable

In August 2004, the Company through its wholly owned subsidiary, AmeriChip Tool & Abrasives LLC, entered into an agreement to acquire certain assets of National Abrasive Systems, Co. (hereinafter “NASCO”), a Michigan corporation. NASCO is considered to be a related party because its president is also the president of the AmeriChip International Inc.

Assets acquired included inventory, equipment, and intangible assets. The transaction was funded by the Company’s execution of a $250,000 promissory note and a UCC-1 security interest in the assets acquired. In recording the transaction, the Company assigned fair values to the equipment and inventory, and no additional value to intangible assets acquired. The purchase was recorded as follows:

Furniture and fixtures	$	6,000
Machinery and equipment		14,000
Inventory		230,000
Total purchase price	$	250,000

Terms of the ten-year promissory note include 3.5% interest per annum, payments of interest only of $729 for the first six months, and monthly payments thereafter of $2,417.

The balance of the note at February 29, 2008 was as follows:

Related party note	$	178,501
Less: Current portion		(23,125	)
Long-term portion	$	155,376

Payments of principal and interest are due on this note as follows for the next five years:

2008	$	21,753
2009	$	29,004
2010	$	29,004
2011	$	29,004
2012	$	29,004

As part of the transaction, the Company also issued 150,000 shares of its common stock valued at $9,000 to two NASCO shareholders for their execution of one-year non-competition agreements in favor of the Company. These non-competition agreements are included in other assets on the balance sheet as intangible assets. The cost is being amortized on the straight-line method over the term of the arrangements. No amortization has been charged to expense as of February 29, 2008.

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NOTE 5 - LONG -TERM DEBT (Continued)

Notes Payable - Bank

On February 15, 2007, Excellence 3, Inc., a subsidiary of KSI Machine & Engineering, Inc. acquired a majority of the fixed assets of KSI, subsequent to the acquisition of KSI’s common stock by AmeriChip. (See Note 1). In order to finance this equipment acquisition, the Corporation is obligated to two local area banks as of February 29, 2008.

Terms of one 7 year promissory note in the amount of $1,600,000 includes a 9.68% interest rate per annum, with payments in the amount of $26,298 being made on a monthly basis, inclusive of interest, beginning March 15, 2007.   Terms of a 5 month promissory note in the amount of $1,280,000 includes a 9.68% interest rate per annum, with interest only payments being made on a monthly basis, beginning March 15, 2007.

The balance of the note at February 29, 2008 was as follows:

Note payable - bank	$	2,730,506
Less: Current portion		(248,149	)
Long-term portion	$	2,482,357

Payments of principal and interest are due on this note as follows for the next five years:

2008	$	329,596
2009	$	439,447
2010	$	439,447
2011	$	439,447
2012	$	439,447

Note Payable - Other

On February 15, 2007, the Corporation acquired 100% of the outstanding common stock of KSI Machine & Engineering, Inc. Pursuant the terms of the stock purchase agreement, the Corporation is obligated to the former sole shareholder of KSI in the amount of $2,524,017, subject to certain adjustments based upon a post closing due diligence review conducted by Company management.

Terms of the 2 year promissory note includes a 7% interest rate per annum, with minimum payments of $50,000 being required on a monthly basis, inclusive of interest, beginning March 15, 2007. Additional payments may be required, depending upon the closing price of the Company’s common stock in excess of certain minimum levels.

During the three months ended February 29, 2008, the Company took delivery of and installed a coordinate measuring machine in order to complement the lasers and robotic equipment that the Company currently owns for performing production runs. This equipment was financed through

F-13

NOTE 5 - LONG -TERM DEBT (Continued)

a capital lease agreement, whereby the Company is obligated for monthly lease payments through June 30, 2010. Terms of this obligation include payments to be made by the Company in the amount of $953 per month from December 1, 2007 through June 30, 2010. Interest on this capital lease obligation is calculated at 10% per annum.

As of February 29, 2008, the Company was obligated in the amount of $99,497 to several vendors, related to the conversion of its account payable balance to a note payable. Terms of these obligations require various monthly payments, with no interest accruing on these obligations.

As of February 29, 2008, the Company was obligated in the amount of $11,250 to an unrelated company for the acquisition of fixed assets. Terms of this obligation require monthly payments in the amount of $1,250, with no interest accruing on this obligation.

Note payable - other	$	2,658,475
Less: Current portion		(2,618,828	)
Long-term portion	$	39,647

Payments of principal and interest are due on these notes as follows for the next five years:

2008	$	387,610
2009	$	2267,167
2010	$	6,454
2011	$	-
2012	$	-

NOTE 6 – SUBSEQUENT EVENTS

On March 12, 2008, the Oakland County Business Finance Corporation completed the sale of the SBA 504 debenture related to the KSI acquisition. Proceeds from the sale of this bond were used to repay the temporary loan provided by a local area bank as a result of the KSI acquisition. Terms of this obligation require the Company to repay the principal amount of $1,317,000, inclusive of interest accruing at a rate of 4.74238% per annum. Payments in the amount of $14,599.08 are required on a monthly basis beginning April 1, 2008 and maturing on March 1, 2018.

F-14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-QSB for the three months ended February 29, 2008. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. See “Special Note Regarding Forward Looking Information” below.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Report and in the Company's periodic filings with the Securities and Exchange Commission constitute forward-looking statements. These statements involve known and unknown risks, significant uncertainties and other factors what may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward- looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "intends," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology.

These forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances. You can generally identify forward-looking statements through words and phrases such as “seek”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “budget”, “project”, “may be”, “may continue”, “may likely result”, and similar expressions. When reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of our company, and are subject to risks, uncertainties, assumptions and other factors relating to our industry and results of operations, including but not limited to the following factors:

• Changes in existing product liability, tort or warranty laws or the introduction of new laws, regulations or policies that could affect our business practices: these laws, regulations or policies could impact our industry as a whole, or could impact only those portions in which we are currently active.

• Changes in environmental regulations: these regulations could have a negative impact on our earnings; for example, laws mandating greater fuel efficiency could increase our research and development costs.

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• Changes in economic conditions, including changes in interest rates, financial market performance and our industry: these types of changes can impact the economy in general, resulting in a downward trend that impacts not only our business, but all companies with which we compete;

• Changes in relationships with major customers and/or suppliers: an adverse change in our relationships with major customers and/or suppliers would have a negative impact on our earnings and financial position.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made in our Filings. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.

Although management believes that the expectations reflected in the forward-looking statements are reasonable, management cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither management nor any other persons assumes responsibility for the accuracy and completeness of such statements.

CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our critical accounting policies are described in Note 2 of the Company’s Consolidated Financial Statements. This summary of critical accounting policies of the Company is presented to assist in understanding the Company’s financial statements. All accounting estimates are at risk to change because of internal and external factors, and when adjustments are adopted. Most of our estimates are based upon historically known data and have remained stable over time. Certain estimates are subject to market place conditions, and are discussed below. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

• Armed conflicts and other military actions: the considerable political and economic uncertainties resulting from these events, could adversely affect our order intake and sale.

• Factors that we have discussed in previous public reports and other documents filed with the Securities and Exchange Commission.

We believe the following critical accounting estimates and policies, among others, involve the more significant judgments and estimates used in the preparation of our financial statements as of this time. These assessments may change as the Company completes its acquisitions.

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Accounting for Convertible Notes and Securities with Beneficial Conversion Features

Following guidance by EITF 00-27, the Company allocates a portion of proceeds received from convertible notes to warrants (granted to note holders) and also to the beneficial conversion feature of the debt. The value of the warrants and the beneficial conversion feature are recorded on the balance sheet as a debt discount and as an increase to stockholders’ equity. The discounts are amortized over the life of the loans.

Inventories

Inventories are stated at the lower of cost to purchase and/or manufacture the inventory or the current estimated market value of the inventory. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and/or our ability to sell the products and production requirements. Demand for the our products can fluctuate significantly. Factors which could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by

customers and/or continued weakening of economic conditions. Additionally, our estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. Our estimates are based upon our understanding of historical relationships which can change at anytime.

Revenue and Product Sales

The Company recognizes revenue from product sales when the products are shipped and title passes to customers. The Company has not provided an allowance for sales returns because the revenues are new and there is no historical experience on which to base an estimate. This assessment may change as the Company develops the appropriate history of transactions in its operating companies and a provision for sales returns will be established. Returns of a product, if permitted by the manufacturer, are charged a 15% restock fee. Specialized machined products created to the customer’s blueprint specifications are also being produced. These product costs are market driven and the Company warrants the finished product to the extent they meet the specifications. During the year ended November 30, 2007 the Company, through its business plan expanded its focus to include certain agency relationships for multiple vendors. As such, its policy for revenue recognition has been revised to recognize its status as an agent for these vendors. As an agent, the Company recognizes its commissions when earned. Commissions are earned by the Company when an order has been placed, delivery taken, and title has passed to the customer.

General Development of Business.

General

This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire report on Form 10-QSB and the financial statements and related notes included in this report on Form 10-QSB carefully. Unless the context requires otherwise, “we,” “us,” “our”, “ and the “company” and similar terms refer to AmeriChip International, Inc., and our subsidiaries collectively, while the term “AmeriChip” refers to AmeriChip International, Inc. in its corporate capacity.

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The Company

We were incorporated in the State of Nevada on October 17, 2000 as Southborrough Technology Corporation. On March 9, 2001 we changed our name to Southborrough Ventures, Inc. We were in the business of mineral exploration but initially relied upon the mineral exploration of others and never conducted any mineral exploration ourselves. We obtained an option to acquire a 100% interest in a mineral claim located in the Slocan Mining District Province of British Columbia, Canada. We referred to this mineral claim as the Cedar mineral claim. This option was exercisable by us completing further cash payments and share issuances to the option or and by completing minimum required exploration expenditures on the Cedar mineral claim. We allowed the option on this claim to expire on or about June 30, 2003. Our objective was to conduct mineral exploration activities on the Cedar mineral claim in order to assess whether the claim possessed commercially exploitable reserves of silver, lead or zinc. We were unable to identify any commercially exploitable reserves. Our proposed exploration program was designed to search for commercially exploitable deposits. On February 27, 2003, our board of directors approved the termination of our exploration activity and the acquisition of the AmeriChip Laser Assisted Chip Control (“LACC”) technology.

On February 27, 2003 our Board of Directors signed an Agreement and Plan of Reorganization with AmeriChip Ventures, Inc. (“AVI”), of Detroit, Michigan to acquire 100% of the outstanding common stock of AVI, in exchange for 60 million shares of our common stock. On March 22, 2003 the terms of the Agreement and Plan of Reorganization dated February 27, 2003 were consummated pursuant to which we, AVI and AVI shareholders agreed to effect a reorganization under Section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as amended. Pursuant to the Agreement and Plan of Reorganization, we acquired all of the issued and outstanding shares of AVI’s common stock with the result that AVI is now our wholly owned subsidiary corporation. In exchange, for the shares of AVI, we issued 60 million shares common stock to David Howard, the former Chairman of our Board of Directors, Marc Walther, our Chief Executive Officer, and Ed Rutkowski, a member of our Board of Directors. Each of the foregoing individuals received 20 million shares of common stock and were the sole shareholders of AVI.

On January 21, 2003, Ed Rutkowski, transferred his patent, which covers the technology discussed below, to AVI. In consideration of the transfer of the patent, we are obligated to pay the following: Messrs Howard, Walther and Rutkowski, each received US $1 million payable at the rate of $10,000 on or before the first day of each calendar month beginning September 1, 2003 with interest accruing on any unpaid balance at the greater of (i) five percent (5%) and (ii) the prime rate plus 1% as reported in the Wall Street Journal on the first business day following each July and January 1, of each year until paid in full. The company may prepay any or all of this amount without penalty. In

December 2003, we changed our name to AmeriChip International Inc. and we now trade on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol (OTC-BB) under the symbol “ACII”

Our principal offices are located at 24700 Capital Blvd. Clinton MI 48036 USA

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Overview

Our core patented technology includes the use of lasers to affect a controlled breaking of the metal chip. Our technology focuses on increasing the machining efficiencies to affect faster feed rates, deeper depths of cut and less down time. The process is designed to work with technologies of existing machines and operations. We expect to continue to develop additional proprietary technology to enhance the patent and its benefits.

Our technology, when implemented by the customer, will eliminate dangerous ribbon-like steel chips that tangle around moving tool parts, automation devices and other components essential to the machine processing of low to medium grade carbon steels and non-ferrous metal parts. We believe that the result of this process is a superior product manufactured in a safer working environment, avoiding many of the health and safety issues associated with traditional metal processing methodologies, while offering potential cost savings. The core cost savings to this technology is the ability to effect faster thru put with less capital equipment and labor as a component of cost per piece. We have completed the design and testing of the patented LACC technology. We are currently working with automakers and vendors with a view to supplying processed parts.

Subsidiaries

On May 5, 2004, the Company created a wholly-owned subsidiary, AmeriChip Tool and Abrasives, LLC (“ATA”). The new subsidiary is responsible for providing all the tools necessary for metal removal in the machining process. The relationships forged with various companies  give the Company the right to make sales calls and or sell the products of these companies directly to ATA’s customer base. The right to represent is defined by “being appointed to act as a distributor on behalf of a specific company and given the right to represent their product line on behalf of the subject company.” The products are sold to ATA, which acts as a distributor, at a discount from market price. ATA then sells the product at the market price. The companies provide the Company with all their marketing tools, samples and other selling material, which assists the Company in selling their product line. The Company is also able to offer their products via our on-line marketing section of the Company’s website at www.americhiplacc.com. The Company derives it’s income from selling the various companies products to its’ customers. The primary motivation for having distributors is to eliminate the need for a sales staff. All of the companies, with which ATA has chosen to become associated, make products that are in the metal removal industry, which is consistent with our business model.

On August 3, 2004, ATA announced its purchase of the Nasco Brand name of abrasive products. This line of abrasive products has been sold throughout the United States and Canada for many years. The Company believes that the acquisition of this brand and its inventory will allow its subsidiary, AmeriChip Tool and Abrasives, to immediately generate sales by offering a wider breadth of products for all its current and future customers who require abrasive products in their manufacturing processes. Abrasives are typically used in the process after machining. The purchase of this brand name is consistent with the implementation of the Company’s business model.

On August 9, 2004, The Company incorporated a wholly owned subsidiary, AmeriChip Canada, Inc. a Canadian charter corporation. This entity was formed to channel Canadian based opportunities to both AmeriChip International, Inc. and AmeriChip Tool and Abrasives, LLC.

On September 10, 2004, we established AmeriChip International Holdings, LLC, as a wholly owned subsidiary of AmeriChip International, Inc. This entity was created in order to acquire American Production and Machining, LLC, an unrelated entity, out of bankruptcy. The Company terminated its interest in this transaction in 2005.

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In February, 2005, AmeriChip Pipe Technologies, Inc. was established as a wholly owned subsidiary of AmeriChip International, Inc. and is a Texas corporation. This subsidiary was created in furtherance of the LACC process as it relates to threading internal and external threads of oil pipe and drilling pipe. We are currently working with two of the largest manufacturers of oil pipe and oil drilling pipe to establish off line lasering systems to be used in their facility. AmeriChip is testing this system currently in the LACC labs for demonstration during the first quarter of its fiscal year. Additional specialized laser heads and software are being developed for this process.

On April 17, 2006, the Company formed AmeriChip Automotive, Inc., a wholly owned subsidiary, to develop opportunities related to the automotive industry. As of the date of this report, AmeriChip Automotive, Inc. is a non-operating entity and was incorporated in the State of Michigan.

On October 19, 2006, the Company formed Excellence 3, Inc., a wholly owned subsidiary, incorporated in the State of Michigan. This subsidiary was established in order to acquire the fixed assets of KSI Machine and Engineering, Inc. (KSI) as part of AmeriChip International’s acquisition of the outstanding common stock of KSI. Upon the acquisition of KSI on February 15, 2007, Excellence 3, Inc. will lease the fixed assets back to AmeriChip International, Inc.

On September 14, 2004, the Company executed a letter of intent with KSI Machine and Engineering, Inc. (KSI) to acquire all of KSI’s outstanding common stock. This letter of intent was subsequently modified and executed again on November 7, 2006. KSI is a manufacturer of automotive die and mold castings which use horizontal spindle 5 axis computer numerical controlled machines. During the year ended November 30, 2004, the Company paid a deposit of $50,000 for this agreement. On December 7, 2004, the Company paid an additional $100,000 and signed a stock purchase agreement with KSI. On June 24, 2005, the Company announced that it was entering into a license agreement with KSI for the use of AmeriChip’s Laser Assisted Chip Control technology. On October 26, 2005, the Company paid an additional deposit of $30,000 and on November 7, 2005, the Company paid another $20,000 deposit for a total of $200,000. In September 2006, the Company was approved by Peoples Bank for a $1,600,000 loan to complete the purchase of KSI Machine, subject to approval of an additional loan in the amount of $1,280,000 to be provided by the Small Business Administration (SBA).

On February 15, 2007, AmeriChip completed the acquisition of the common stock of KSI. The acquisition price of KSI's common stock was $3,200,000, subject to certain adjustments related to the amount of retained earnings reflected on the closing date, the amount of accounts receivable reflected on the closing date, and the amount of accounts payable reflected on the closing date. The adjusted acquisition  price of KSI was $2,988,043, subject to post closing due diligence by the Company’s internal accounting firm.

The Company paid an additional $150,000 to the seller at closing, resulting in an obligation by the Company to the seller in the amount of $2,638,043. This obligation was payable in monthly installments of $50,000 over a period of 24 months, inclusive of interest accruing at a rate of 7% per annum. The payments terms were subsequently revised. Weekly payments in the amount of $6,000 are currently required for the remaining terms of the note. After the expiration of the 24 month period, the unpaid balance is due to the seller. Additional principal payments may be required, depending upon the value of the Company’s stock price.

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Excellence 3, Inc.

In conjunction with the KSI acquisition, ownership of Excellence 3, Inc, a fully owned subsidiary of AmeriChip International, Inc., was assigned to KSI, another fully owned subsidiary of AmeriChip International, Inc. Immediately subsequent to the acquisition of KSI, Excellence 3, Inc. acquired all of the fixed assets of KSI in the amount of $3,200,000. $1,600,000 of the funding for this acquisition was provided by Peoples State Bank, a local area banking institution. $1,280,000 of the funding for this acquisition was provided by the United States Small Business Administration (SBA). These funds were scheduled to be provided within six months of the closing date. Peoples State. Bank agreed to provide temporary funding for this six month period. This temporary funding provided by Peoples State Bank was subsequently extended through April 1, 2008, at which time the SBA funding was ultimately provided. In addition to the funding previously described, AmeriChip International, Inc. provided the remaining $320,000 in order to complete the acquisition of fixed assets. Payment of the $1,600,000 obligation requires monthly payments in the amount of $26,298, over a period of 7 years, inclusive of interest accruing at a rate of $9.68% per annum.

The funding for the SBA portion of the loan provided by Peoples State Bank requires interest only payments, accruing at a rate of 9.68% per annum until the funding is provided by the SBA. Payment of the permanent portion of the SBA obligation will be made over a period of 10 years. The interest rate and monthly payment amount is dependant upon the terms of a debenture to be issued by a local taxing authority. The acquisition of KSI allowed AmeriChip International, Inc. to become an operating company, with Tier One status recognized by many actual and potential customers of AmeriChip.

On March 12, 2008, the Oakland County Business Finance Corporation completed the sale of the SBA 504 debenture related to the KSI acquisition. Proceeds from the sale of this bond were used to repay the temporary loan provided by a local area bank as a result of the KSI acquisition. Terms of this obligation require the Company to repay the principal amount of $1,317,000, inclusive of interest accruing at a rate of 4.74238% per annum. Payments in the amount of $14,599.08 are required on a monthly basis beginning April 1, 2008 and maturing on March 1, 2018.

AmeriChip International Holdings, LLC

On September 10, 2004, we established AmeriChip International Holdings, LLC, as a wholly owned subsidiary of AmeriChip International Inc.

The Process

The AmeriChip LACC process is designed to increase thru put with less capital equipment and labor as a component of cost per unit. By increasing depth of cut and feed rates, less capital equipment and labor are required to perform the same manufacturing tasks. The LACC process also sets up an additional platform for savings that can be utilized but is not essential to creating the justification for the use of this patented process. For example, traditional methods of handling the residue of machining metal parts has necessitated the manufacture of specially designed chip control inserts and or the use of coolants to assist in the separation and flushing of contaminated metal chips, a problem that has plagued the metal parts manufacturing industry for more than 60 years. The problem, however, has become even more prevalent with the development of highly automated machine tools during the last two decades. Automated machinery was developed to satisfy the demand for the increased production of machined metal components by the automotive sector as well as other industries. Certain operations resulted in such serious chip control problems that some companies were unable to effectively capitalize on the benefits of automation. The metal machining industry seeks to increase production and automate the machining process. The automotive industry has been particularly hard pressed to effect lower costs both within its own internal operations as well as components manufactured on its behalf by outside suppliers who must remain competitive. Preventing the forfeiting of contracts to foreign parts providers where labor and other costs are considered lower than in the United States is of key importance. Stringy metal chips wrap around automatic gauging and interfere with robotics to cause an interruption or discontinuance of the automation to manual operations. The AmeriChip LACC process allows this problem to be eliminated.

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The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) has established standards for coolant exposure in the five (5ml) per cubic meter and has requested that even stricter regulations be adopted at ten times more stringent. The multiple cost factor associated with the use of coolant as well as related health and environmental factors represent a challenge for metal machining manufacturing companies to significantly reduce the consumption of coolant or to eliminate its use altogether. By eliminating the use of coolant, incidence of workman’s compensation claims should be dramatically reduced. Additionally, the ribbons of metal chips that remain following the machining of metal components without the contamination of bacteria laden coolant will provide an additional revenue source for the company as the “chips” can be salvaged and recycled. We have targeted the automotive sector initially, but our process can be applied to any industry where the machining of metal is a major process of manufacturing of component parts. This includes, but is not limited to oil production and refining, off-road construction, farm implements, aerospace and defense contractors.

AmeriChip has a flexible marketing plan that is customer driven. Our customers are expected to find a variety of compelling benefits. We believe that many of these benefits result in operational efficiencies and significant cost savings in the overall machining of metal parts. We believe that the benefits of using our process would include

the following:

· Less Machine Down-Time

1) License the process to specific customers for specific parts. Under this scenario, the customer would pay AmeriChip a per piece price on a monthly or quarterly basis. This is the most desirable, due to the fact that AmeriChip has no capital outlay.

2) AmeriChip will process parts with the LACC process and deliver to the customer location for a cost per piece price. This operation can be at the customer facility, at or close by the metal supplier to stay in the logistics path or at an AmeriChip facility at an agreed upon location.

3) AmeriChip manufactures a complete part and delivers to customer for a per piece cost. This is the most capital intensive but gives a significant increase in total revenues and profit over the previously mentioned market approaches.

1. Chip Clearing by operators of tools and parts

2. Reduced unpredictable tool breakage resulting from wrapping of chips, re-cutting of chips

3. Eliminate down time required for chip pullers to clear machines and under floor conveyers of clogged chip bundles

4. Increased machine efficiency by eliminating chip bundles from tangling around tool slides, posts, holders and interfering with adjacent moving parts, such as robotics, automation, chucking and in-line process gauging

5. Predictable tool change management program linked to consistency in tool life

6. Reduced incidents of on-the-job injury from exposure to sharp, long continuous stringy chips, which requires medical down time. Jobs are handled more quickly and efficiently leading to less frustration and constant worry about dealing with dangerous chips.

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* Reduced Costs

1. Increased thru-put will require less time needed to create the same number of parts. Faster feed rates and deeper depth of cut.

2. Reduction of direct labor - chip pullers are no longer required.

3. Elimination of maintenance and outside special services to clean and repair chip evacuation systems, thus increasing productivity through reduced machine down time

4. Reduction of overtime because of increased thru-put per machine. Less machinery and labor required to do the same number of parts.

5. Reduced use of Hi-Lo driver’s time to removed containers filled quickly because of the chip bundles. Few containers are necessary due to chip compaction.

6. Improved tool life due to less breakage because of chip bundles and the heat dissipating with the chip.

7. Less machine maintenance required

8. Reduced scrap

9. Elimination of coolant. The LACC process does not require the use of coolant whatsoever. The working environment is therefore less toxic, cleaner and safer. Helps achieve the Zero Waste- Zero Landfill philosophy.

10. Reduction in coolant filter cost

11. Reduction in coolant disposal cost

12. Reduced costs of gloves and aprons as fewer are needed

13. Better railcar utilization due to chip compaction

14. Lower insurance rates as a result in the reduction of injuries related to the handling of long, sharp, stringy chips, cleaner and safer work area, which is less toxic

15. Uncontaminated chips can now be sold for profit as compared to the cost of removal of contaminated chips.

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* Tooling and Process Efficiencies

1. Elimination of the need for light/semi-finish and finish depths of cuts in low to medium carbon materials and non-ferrous metals.

2. Reduced welding and packing of chips, which reduces the wear and tear on cutting tools.

3. Improved chip disposal and handling costs through better management of chip lengths

4. Reduced capital equipment expenditures since high-pressure coolant systems are no longer necessary

5. The need for specially designed chip control inserts and the use of coolants to manage the “chip” are no longer required with the LACC process.

The Company believes that as a result of implementing our LACC process on certain automobile parts prior to machining that we well be able to pass on many benefits that will result in operational efficiencies and significant cost savings in the overall machining of metal parts.

With the lasering of parts prior to machining our process reduces machine down time which is traditionally caused because chips have to be cleared by the operators away from tools and parts and the replacement of tools which have been broken as a result of the wrapping of chips around them. Down time is also created when time is taken by chip pullers to clear machines and under floor conveyers of clogged chip bundles. Since we can eliminate chip bundles from tangling around tool slides, posts, holders and interfering with adjacent moving parts, such as robotics, automation, chucking and in-line process gauging we increase machine efficiencies. Tools are not damaged from chips and there we can offer predictable tool change management program linked to consistency in tool life. We believe that there will be reduced incidents of on-the-job injury from exposure to sharp, long continuous stringy chips keeping workers working instead of seeking medical treatment. With a continuous job run, projects will be handled more quickly and efficiently leading to less frustration and constant worry about dealing with dangerous chips.

With the implementation of the LACC prior to machining metal parts our client will enjoy reduced costs due to increased throughput as a result of less downtime and the reduction of direct labor since chip pullers will no longer be required. Our process eliminates the need for maintenance and outside special services to clean and repair chip evacuation systems, thus increasing productivity through reduced machine down time. The LACC process provides for increased through-put for each machine and therefore more work can be accomplished per shift, allowing for the reduction of overtime costs required to ensure that jobs are completed on schedule. With no chip bundles being produced, a client would no longer need to use a Hi-Lo driver’s time to removed containers filled with chip bundles. In addition, fewer containers are necessary due to chip compaction adding to reduced costs. Other benefits included improved tool life due to less breakage because of chip bundles, less machine maintenance, reduced scrap and the scrap that remains can be recycled and sold for cash. Uncontaminated chips can now be sold for profit as compared to the cost of removal of contaminated chips.

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The LACC process does not require the use of coolant whatsoever and therefore the working environment is therefore less toxic, cleaner and safer. The benefits to the client include a reduction in coolant filter cost, reduction in coolant disposal cost, reduced costs of gloves and aprons as fewer are needed and better railcar utilization due to chip compaction. The reduction of injuries related to the handling of long, sharp, stringy chips in a cleaner and safer work area, in which there are fewer toxins can lead to reduced insurance costs for the client.

One of the key benefits to applying the LACC process prior to machining is that it results in tooling and process efficiencies .This is accomplished due to the elimination of the need for light/semi finish and finish depths of cuts in low to medium carbon materials and non-ferrous metals. In addition, the welding and packing of chips is reduced which normally affects the wear and tear on cutting tools, shortening their life span. Improved chip disposal and handling costs through better management of chip lengths makes the machining process run much more smoothly. Since high-pressure coolant systems are no longer necessary, the client will enjoy reduced capital equipment expenditures. The need for specially designed chip control inserts and the use of coolants to manage the “chip” are no longer required with the LACC process. Mailbox usage: 8% of 10 GB

KSI Machine & Engineering Inc.

On September 14, 2004, the Company executed a letter of intent with KSI Machine and Engineering, Inc. (hereinafter “KSI”) to acquire all of KSI’s outstanding stock. KSI is a manufacturer of automotive die and mold castings which use horizontal spindle 5 axis computer numerical controlled machines. During the year ended November 30,2005, the Company paid an accumulated deposit of $50,000 for this agreement. During the year ended November 30, 2005, the Company paid an additional $150,000 and signed a stock purchase agreement with KSI. This total deposit of $200,000 completes the deposit requirement related to the KSI acquisition. On June 24, 2005 the Company announced that it was entering in to a license agreement with KSI Machine and Engineering Inc. for the use of AmeriChip’s Laser Assisted Chip Control technology. KSI and AmeriChip are also negotiating a joint venture relationship, from which AmeriChip will generate revenues from the application of its proprietary technology in a Tier One environment. The adjusted acquisition price of KSI was $2,988,043, subject to post closing due diligence by the Company’s internal accounting firm. Deposits preciously paid to the seller in the amount of $200,000 were applied against the purchase price as of the closing date. The Company paid an additional $150,000 to the seller at closing, resulting in an obligation by the Company to the seller in the amount of $2,638,043. This obligation was payable in monthly installments of $50,000 over a period of 24 months, inclusive of interest accruing at a rate of 7% per annum. After the expiration of the 24 month period, the unpaid balance is due to the seller. The payment schedule was subsequently revised. Weekly payments of $6,000 are currently required over the remaining term of the note. Additional principal payments may be required, depending upon the value of the Company’s stock price. In conjunction with this acquisition, ownership Excellence 3, Inc, a fully owned subsidiary of AmeriChip International, Inc., was assigned to KSI, another fully owned subsidiary of AmeriChip International, Inc. Immediately subsequent to the acquisition of KSI, Excellence 3, Inc. acquired all of the fixed assets of KSI in the amount of $3,200,000. $1,600,000 of the funding for this acquisition was provided by Peoples State Bank, a local area banking institution. $1,280,000 of the funding for this acquisition was provided by the United States Small Business Administration (SBA). Payment of the $1,600,000 obligation requires monthly payments in the amount of $26,298, over a period of 7 years, inclusive of interest accruing at a rate of $9.68% per annum. The acquisition of KSI allowed AmeriChip International, Inc. to become an operating company, with tier one status recognized by many actual and potential customers of AmeriChip. Company has also hired a full time robotic and laser technician to provide faster turnaround for customer parts located at the KSI facility.

AmeriChip Pipe Technologies, Inc.

AmeriChip Pipe Technologies, Inc., (a Texas Corporation), was formed in February 2005 to facilitate the implementation of the Flexible Manufacturing System that the company designed to manufacture oil pipe in a billion dollar industry. At present, AmeriChip Pipe Technologies, Inc. is building equipment for lease to oil pipe and oil pipe coupling manufacturers.

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Current Products and Services

Our patented laser assisted chip control process is readily applicable to any metal component that requires precision finishing. We believe that our process will provide significant value to our customers by decreasing the costs and increasing the efficiency of their operations.

We are targeting our service to businesses in the following markets:

*Automobiles

*Oil Production and Refining

*Aerospace

*Off-Road Construction

*Farm Implements Manufacturing

*Defense Contractors

*Wind Energy

Sales & Marketing

We have now become and entity that focuses on sales and marketing. To that end we appointed Roger Paquette, Chief Operating Officer in 2007 with a primary function of overseeing any production and operations, with emphasis on implementation of the LACC technology. The service will be the manufacturing of a finished product using equipment with the LACC technology offering a “total solution” for our customers. We further anticipate that customers will purchase equipment using LACC technology from one of our strategic alliances and also pay AmeriChip a royalty for use of the LACC technology. We are approaching a diverse customer base in the automotive, aerospace, oil pipe, heavy truck, farm implements, defense and wind energy. Management has identified what is believed to be large markets that remain untapped but would be logical, potentially strong candidates given an appropriate product and service offering at the right price. For example, in the automotive industry, management has identified particular market segments that would be likely to benefit from our LACC technology: axle shafts, axle tubes, torque converters, spindles, pinions, input/output shafts, side gears and connecting rods.

Government Regulations

In addition to regulations applicable to businesses in general, our plant operations will be subject to other regulations that are common in industrial manufacturing.

Competition

We compete with other parts machining companies. We have generated some revenues from our wholly owned subsidiary, AmeriChip Tool and Abrasives, and are a minuscule participant in the parts manufacturing business.

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Intellectual Property

We rely on our patents to protect our technology. We also have unpatented proprietary technology. We rely on nondisclosure and other contractual provisions to protect our proprietary technology. Currently, we have two patents granted and we intend to file other patent applications for enhancements to the existing patents. As part of our confidentiality procedures, we generally enter into nondisclosure agreements with our employees, consultants, distributors and partners and limit the dissemination and access to our technical documentation and other proprietary information. There is no assurance our patents will provide us with adequate protection. If a third party infringes on our

patents, we do not have adequate funds available for protracted litigation and consequently may not be able to enforce our rights under applicable patent laws.

As of February 29, 2008, we had filed a total of two patent applications with the U.S. Patent and Trademark Office (PTO) covering our technology, both of which have been approved.

Employees

As of February 29, 2008, we employ 32 full-time employees and 3 full-time consultants. We have no collective bargaining agreements with our employees.

Description of Property

Our principal executive offices are located at 24700 Capital Blvd, Clinton Township MI, Michigan. We relocated AmeriChip Tool and Abrasives to our headquarters in Clinton, Township, MI. As of February 15, 2007, we have established our World Headquarters at their facility. KSI has 50,000 sq. feet of manufacturing space.

RESULTS OF OPERATIONS

FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED FEBRUARY 29, 2008 TO THREE MONTHS ENDED FEBRAURY 28, 2007.

Revenue Recognition. We have generated revenues from our operations during the last two years. We recognize revenue when received of which there is no assurance of such recognition as described below, in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.

Revenues and Sales. Revenues for the three months ended February 29, 2008 increased from $180,435 for the three months ended February 28, 2007 to $921,472.  Gross Profit for the three months ended February 29, 2008 increased from $126,909 for the three months ended February 28, 2007 to $507,653. This increase results from the sales of product less $413,819 in costs of sales during the three months ended February 29, 2008.  This increase in gross profit margin is primarily due to the acquisition of the KSI subsidiary during the year ending November 30, 2007.

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Operating Expenses. Operating expenses, which include administrative expenses, legal and accounting expenses, consulting expenses and license expense decreased from $8,206,896 for the three months ended February 28, 2007 to $1,351,283 for the three months ended February 29,2008, a decrease of $6,855,613. This decrease is due to a significant decrease in Director Fees and consulting expenses during the three months ended February 29, 2008.

Net Loss. Net loss decreased from a net loss of ($8,133,780) for the three months ended February 28, 2007 to a net loss of ($969,582) for the three months ended February 29, 2008, primarily due to the larger gross profit margin during the three months ending February 29, 2008 and the decrease in operating expenses.

PLAN OF OPERATION

Since we have completed the acquisition of KSI Machine and Engineering, we are now in a position to implement our technology on an expanded basis. We anticipate that the operations of KSI Machine and Engineering will bring to theconsolidated balance sheet of AmeriChip annual revenues of approximately $3,600,000 based on revenues generated during the three months ended February 20, 2008.

The facilities of KSI Machine and Engineering are large enough to permit allocation of space for our new laser and robotic equipment which is now in operation at the KSI location. This equipment is required in the implementation of the LACC process and we are currently conducting pilot projects for various Tier One suppliers. We have been working with the Michigan Economic Development Group and the Indiana Economic Development to look for and secure space in excess of 100,000 sq ft. to augment our 50,000 sq ft. plant. We are capable of processing up to $30 million in sales at our current 50,000 sq ft facility. We have applied for training dollars from the State of Michigan for

various job opportunities. We are also in the process of applying for a bond which will be used to finance additional equipment acquisitions necessary for our expansion. KSI Machine and Engineering is a manufacturer of automotive die and mold castings which use horizontal spindle 5 axis computer numerical controlled machines. We believe that the patented technology, Laser Assisted Chip Control process ("LACC") for companies engaged in the machining of automobile parts can produce significant revenues for us. While we are optimistic about our initial customer experiences, there can be no assurances that the savings realized will be experience by all customers or that we will achieve significant revenues.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred material recurring losses from operations. At February 29, 2008, the Company had an accumulated deficit of ($33,129,549) For the three months ended February 29, 2008,  the Company sustained a net loss of ($969,582). The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company has recently initiated a change in senior management that it believes will be instrumental in opening and exploiting new, worldwide markets in addition to the current core automotive business. The Company will continue to present to a diverse group of blue chip private and governmental prospects, including but not limited to those in such manufacturing industries as oil pipe drilling, aerospace, off-road construction, farm implement, defense and military -- worldwide.

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Hennessey Capital

We have entered into a finance program with Hennessey Capital for receivables which will assist in our cash flow as the business model develops. Even though we have secured adequate funding, no assurances can be provided that our business activities will generate sufficient revenues which may result in net profits for the Company. Our auditors have raised substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the underlying uncertainties as discussed.

ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to revenue, allowance for doubtful accounts, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used.

ITEM 3  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations.  Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties.  Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control.  Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of February 29, 2008.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.  Based on this evaluation, our management, with the participation of the President, concluded that, as of February 29, 2008, our internal control over financial reporting was effective.

(b)  Changes in Internal Control over Financial Reporting.  There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various claims and legal actions in the ordinary course of business. We are not aware of any pending or threatened litigation, except for our lawsuit with Cornell Capital Partners, LLC (described below), that we believe is reasonably likely to have a material adverse affect on our results of operations, financial position or liquidity. None of these matters, in the opinion of management, is likely to result in a material effect on us based upon information available at this time.

Cornell Capital filed an action against the Company in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity Part. In response to this filing, the Company (a) removed the action to the United States District Court, District of New Jersey; (b) answered the complaint denying its material allegations of liability and (c) interposed a counterclaim for damages against Cornell. As of February 29, 2008, we expect, at minimum that there will be a substantial reduction in the amount that Cornell claims it is owed. The Company may require previously issued common stock to be returned in settlement of these claims. Although the Company believes it will prevail under the circumstances, there is still a chance that the Company may have to honor Cornell conversion rights and payments under its agreements. Other than the above, we are not a party to any pending material legal proceeding and are not aware of any threatened or contemplated proceeding by any governmental authority against the Company or its subsidiaries. Notwithstanding, from time to time, the Company may become subject to legal proceedings and claims in the ordinary course of business, including employment-related and trade related claims.

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities

There were no changes in securities or purchase or sales of securitiesduring the period ended February 29, 2008.

Item 3. Defaults upon Senior Securities

There were no defaults upon senior securities during the period ended February 29, 2008.

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

There were no matters submitted to the vote of securities holders during the period ended February 29, 2008.

Item 5. Other Information

There is no information with respect to which information is not otherwise called for by this form.

Item 6. Exhibits

A. Exhibits:

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 21, 2008	By:	/s/ Marc Walther
		Marc Walther, CEO, Director and Authorized Signatory

By:	/s/ Thomas P Schwanitz
	Thomas P Schwanitz, Principal Financial and Accounting Officer

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