BAXL (ALMN) 10QSB 2007 Q3 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2007

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

For the transition period from ___________ to ___________

Commission file number: 333-130492

ALLMARINE CONSULTANTS CORPORATION

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

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

Nevada	35-2255990
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

8601 RR 2222 Bldg 1 Suite 210 Austin, Texas 78730

(Address of principal executive offices)

(512) 689-7787

(Registrant's telephone number)

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

As of April 17, 2007, 995,000 shares of Common Stock of the issuer were outstanding ("Common Stock").

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

Traditional Small Business Disclosure Format (Check one): Yes [   ] No [X].

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALLMARINE CONSULTANTS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

	February 28,
	2007
ASSETS	(Unaudited)
Current assets
Cash	$	69
Total Assets	$	69
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,170
Accounts payable and accrued interest - related parties		5,008
Notes payable - related parties		35,000
Total current liabilities		44,178
Commitments
STOCKHOLDERS’ DEFICIT:
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		-
Common stock, $.001 par value, 100,000,000 shares authorized, 995,000 shares issued and outstanding		995
Additional paid in capital		34,531
Deficit accumulated during the development stage		(79,635	)
Total stockholders’ deficit		(44,109	)
Total Liabilities and Stockholders’ Deficit	$	69

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

ALLMARINE CONSULTANTS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Three and Nine Months Ended February 28, 2007 and February 28, 2006

and Period from May 19, 2005 (Inception) through February 28, 2007

(Unaudited)

	Three Months Ended February 28,		Three Months Ended February 28,		Nine Months Ended February 28,		Nine Months Ended February 28,		Inception Through February 28,
		2007		2006		2007		2006		2007
Operating expenses:
General and administrative	$	2,602	$	22,598	$	16,146	$	44,880	$	78,040
Loss from operations		2,602		22,598		16,146		44,880		78,040
Interest expense		463		9		1,349		9		1,595
Net loss	$	(3,065	$	(22,607	$	(17,495	$	(44,889	$	(79,635	)
Net loss per share:
Basic and diluted	$	(0.00	$	(0.02	$	(0.02	$	(0.05
Weighted average shares outstanding:
Basic and diluted		995,000		995,000		995,000		995,000

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

ALLMARINE CONSULTANTS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Nine Months Ended February 28, 2007 and February 28, 2006

and Period from May 19, 2005 (Inception) through February 28, 2007

(Unaudited)

	Nine Months Ended February 28,			Nine Months Ended February 28,			Inception Through February 28,
	2007			2006			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(17,495	)	$	(44,889	)	$	(79,635	)
Adjustments to reconcile net income to net cash provided by operating activities:
Common shares issued for services		-			-			9,000
Stock warrants issued for service		-			2,776			2,776
Accrued Interest - related party		1,349			-			1,595
Changes in:
Accounts payable		987			(250	)		4,170
Accounts payable - related party		2,793			1,359			3,413
NET CASH USED IN OPERATING ACTIVITIES		(12,366	)		(41,004	)		(58,681	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issued for cash		-			23,750			23,750
Repayments of advances from related parties		-			(1,000	)		(1,000	)
Proceeds from notes payable - related parties		12,000			19,600			36,000
CASH FLOWS FROM FINANCING ACTIVITIES:		12,000			42,350			58,750
NET CHANGE IN CASH		(366	)		1,346			69
Cash, beginning of period		435			100			-
Cash, end of period	$	69		$	1,446		$	69
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

ALLMARINE CONSULTANTS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Allmarine Consultants Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit, continues to sustain operating losses on a monthly basis, and expects to incur operating losses for the foreseeable future. The Company's continuation as a going concern is dependent on its ability to obtain additional financing sufficient to meet its obligations on a timely basis. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. 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 might be necessary should the Company be unable to continue as a going concern for a reasonable period of time. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2006 as reported in Form 10-KSB, have been omitted.

NOTE 2 - NOTES PAYABLE - RELATED PARTY

A promissory note for $2,000 was issued on June 13, 2006 to a Company Director. The note accrues interest at 4% per annum, and is due and payable on June 13, 2007.

A promissory note for $10,000 was issued on November 6, 2006 to a Company Director. The note accrues interest at 4% per annum, and is due and payable on November 6, 2007.

NOTE 3 - SUBSEQUENT EVENT

A promissory note for $5,000 was issued on March 28, 2007 to a Company Director. The note accrues interest at 4% per annum, and is due and payable on March 28, 2008.

On March 5, 2007, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to affect a 1:10 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split”) and to reauthorize 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and to re-authorize 10,000,000 shares of preferred stock, $0.001 par value per share (the “Amendment”). This reverse stock split is presented retroactively throughout this Form 10QSB and the financial statements.

On April 17, 2007, three of our majority shareholders entered into a Stock Purchase Agreement, whereby a third party, MV Equity Partners, Inc. (“MV”), agreed to purchase 510,000 shares of our common stock for aggregate consideration of $450,000 (of which $50,000 which was received in March 2007 and used to pay Company debts). The 510,000 shares which MV agreed to purchase will be purchased from Michael Chavez, our Chief Executive Officer and Director, Arthur Stone, our Director and David M. Loev, our corporate counsel in equal amounts of 170,000 shares each. The Stock Purchase Agreement also contemplates us completing a reverse merger transaction (the “Reverse Merger”) and a private placement of securities simultaneously therewith. We previously received $50,000 from MV on or about April 6, 2007, pursuant to the Stock Purchase, which funds we have used to pay liabilities of the Company.

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

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"), CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF ALLMARINE CONSULTANTS CORPORATION ("ALLMARINE", "THE COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED, ARE TO FEBRUARY 28, 2006.

BUSINESS HISTORY

We were incorporated as "Allmarine Consultants Corporation," in Nevada on May 19, 2005. To date, we have generated no revenues, have performed no services and have no clients.

On March 5, 2007, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to affect a 1:10 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split”) and to reauthorize 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and to re-authorize 10,000,000 shares of preferred stock, $0.001 par value per share (the “Amendment”). The affect of the reverse stock split has been affected throughout this Form 10-QSB and the accompanying financial statements.

All of our current business operations are currently affected through our Marketing Agreement with Philtex (defined and explained in greater detail below); however, we currently plan to enter into a reverse merger transaction in the future; however, we have not entered into any agreements or understandings to date, at which time our business operations will change and we will likely cease our ship registry and marine service operations. If such proposed reverse merger transaction is not consummated in the future, we will continue our ship, corporate registry services, and other maritime services described below, funding permitting.

Those planned services currently include ship and corporate registries, providing maritime services to ship owners and operators including registration and deletion of merchant vessels, bareboat/dual registry, registration of mortgages, classification and technical surveys such as load line and Safety of Life at Sea ("SOLAS"). Additionally, through Philtex, we plan to conduct pre-purchase, condition and cargo gear surveys, International Safety Management ("ISM") consulting and certificates, International Ship and Port Facility Security ("ISPS") implementation and certificates and we additionally offer Continuous Discharge Certificates ("CDC") for seafarers, vessel history & investigation, marine insurance, corporate formation & structure, legal services, and general consultancy to ships owners and managers. We currently plan to run all of our operations through our Marketing Agreement with Philtex Corporation, Ltd., a Dubai, United Arab Emirates corporation ("Philtex"). Philtex's president is Chris Warren, who holds 900,000 shares of our common stock. Although we have been promoting and marketing our services since the effective date of the Marketing Agreement (described below), we have no operations as of the date of this report.

BUSINESS OPERATIONS

According to the fundamental principles of public international law, all vessels using the high seas must possess a national character; a stateless ship enjoys no protection under international law. "Vessel registration", meaning the entry of a ship in the public records of a State, is the process by which a ship takes on a national character. Every "Flag State" maintains a register in which the particulars of merchant vessels possessing the nationality of that State are entered. Upon registration, a vessel is entitled to hoist the national flag and will be issued vessel documents attesting to its nationality.

Several Flag States have offered their maritime flag registration to owners from another country. These "open registers" generally offer simple registration procedures, low or nonexistent taxes, and no practical restrictions on nationality of crew.

We plan, through our Marketing Agreement with Philtex, to work under the authorization of countries who offer "open" registration of merchant ships to foreign people and companies. Through our Marketing Agreement with Philtex, we expect to market ship and corporate registration and carryout statutory requirements on behalf of the International Maritime Organization, a government body of the United Nations which regulates Flag States ("IMO") and other recognized classification societies accepted from member Flag States. Additionally, through our Marketing Agreement with Philtex, we plan to provide our clients with surveyors which are approved by port authorities in most major ports throughout the Middle East, India, Europe, and the United States of America. However, as of the date of this filing, we have generated no revenues and have no clients or customers.

The nature of the relationship between us and Philtex is limited to the terms and conditions of the Marketing Agreement (described below). Philtex and us will have complete autonomy, but will engage in similar business activities involving the registration and classification of merchant ships and company formation under variousnationalities. Through Philtex we also plan to offer independent surveys, registration services, negotiating protection and claim handling. Additionally, we plan to provide our clients with ship classification services, through our Marketing Agreement with Philtex, including technical assessment, verification services as well as certification and consultancy services. We also plan to occasionally act as a broker between buyers and sellers of vessels and we plan to outsource (i.e. refer out the work to Philtex, for it to complete) marine insurance services including hull and machinery, protection and indemnification and cargo insurance, to third parties through our Marketing Agreement with Philtex.

PLAN OF OPERATIONS

We are currently funded solely through our shareholders. We believe that we can continue our operations, which operations currently include working to solicit business and establishing contracts, for approximately one to two months through the $50,000 received pursuant to the Stock Purchase Agreement with MV Equity Partners, Inc., described in greater detail below. We estimate that we will require approximately $50,000 in additional funding to continue our business operations for the next twelve months, not including any amounts which we owe to Mr. Chavez pursuant to promissory notes, whereby he has loaned us $25,000 to date, of which $20,000 was repaid in April 2007, and David M. Loev, our attorney, with whom we owe approximately $6,000 pursuant to a promissory note plus accrued and unpaid interest plus outstanding legal fees as of March 31, 2007. However, we currently anticipate entering into a reverse merger transaction in the future, although we have not entered into any agreements or understandings to date, at which time our business operations will likely change, we will cease our ship registry and marine service operations and our current officers and Directors will change.

However, as we had only approximately $70 of cash on hand as of February 28, 2007, and had limited funds remaining from the $50,000 we received pursuant to the Stock Purchase Agreement described below, no assurance can be made that we will have sufficient funds to continue our operations, pay our auditors and law firm in connection with the review and preparation of our subsequent Securities and Exchange Commission reporting requirements and/or that we will not be de-listed or forced to cease all business activities, which would likely cause our securities to become worthless, if the planned reverse merger transaction is not consummated.

We currently have limited operations which include working to establish contacts and solicit business. We have been promoting and marketing our services since the effective date of the Marketing Agreement with Philtex, however, we have not generated any revenues, and have not performed any services under the Marketing Agreement and have no clients as of the date of this report.

MARKETING AGREEMENT

On August 15, 2005, we entered into a Marketing Agreement with Philtex. Pursuant to the Marketing Agreement, Philtex agreed to grant us the exclusive right to promote, market and sell Philtex's products and services to customers in North and South America (the "Americas"), where Philtex does not currently provide services; however, under the Marketing Agreement, Philtex may directly promote, market and sell its services in the Americas and/or contract with other parties to promote, market and sell its products outside of the Americas. Under the Marketing Agreement, the relationship between Philtex and us is one of an independent contractor.

Under the Marketing Agreement, Philtex shall pay us a fee of ninety percent (90%) of the gross revenue from all sales of Philtex's products which are directly or substantially attributable to our efforts to market, promote, or sell any of Philtex's products, regardless of whether the sale is consummated during the term of the Marketing Agreement. Philtex agreed to pay us such fee on a monthly basis.

Additionally, pursuant to the Marketing Agreement, Philtex granted us a non-exclusive revocable license to:

(i) utilize Philtex's trade name and any trademarks and service marks associated with Philtex or Philtex's products;

(ii) identify the origin of any of Philtex's products in advertising and promotional materials;

(iii) reasonably use Philtex's name in advertising and promotional materials;

(iv) provide links to Philtex's internet site(s); and

(v) disclose and advertise the existence of a business relationship between the parties.

The term of the Marketing Agreement is three (3) years, and shall renew automatically for successive one-year terms. However, the Marketing Agreement may be terminated at any time with or without cause by either party, upon delivery of written notice to the other party. Upon termination of the Marketing Agreement, each party is required to pay to the other, all compensation and monies due or which may become due, within thirty (30) days after the effective date of the termination of the Marketing Agreement.

The products and services which are subject to the Marketing Agreement include:

o registration of merchant ships;

o surveying and technical assessments;

o company formation and registration; and

o ship brokerage (sales and charter).

On February 22, 2006, we entered into "Amendment No. 1 to Marketing Agreement" (the "Marketing Agreement Amendment") with Philtex. The Marketing Agreement Amendment was effective as of the date of the original Marketing Agreement dated August 15, 2005. Pursuant to the Marketing Agreement Amendment, we and Philtex amended the Marketing Agreement to include a list of the services which Philtex granted us the right to promote, market and sell pursuant to the Marketing Agreement Amendment, which list was mistakenly left out of the original Marketing Agreement. Additionally, the Marketing Agreement Amendment included a provision which provided that until such time as we are able to offer services, that we may refer/outsource services through Philtex, and that in consideration for the work performed in connection with such referral that Philtex will retain a greater percentage of the gross revenues of any sale, which percentage will be determined on a sale by sale basis after taking into account Philtex's cost of services performed. Throughout this Report on Form 10-QSB, references to the Marketing Agreement include the amendments affected by the Marketing Agreement Amendment, unless otherwise stated.

Until we are able to offer services on our own, we will rely on Philtex's experience, representation agreements and government relations, and will outsource the majority of our operations through Philtex, and will retain 90% of the revenues of such operations minus a fee to be paid to Philtex which will be determined on a sale by sale basis in connection with the cost of the services performed by Philtex. After paying fees to Philtex, we anticipate retaining approximately 50% of the total revenues from any sale which we outsource through Philtex although this percentage may be greater or less depending upon our negotiations with Philtex. We plan to terminate the Marketing Agreement in the future, assuming we are able to establish relationships with government bodies in certain Flag States, as well as establishing relationships with insurance companies which provide marine insurance for hull and machinery, protection and indemnity and cargo insurance, as well as contracts with surveyors, of which there can be no assurance.

We are currently in discussions with a third party regarding entering into a reverse merger, with whom we have not entered into any agreements or understandings to date, at which time our business operations will change, we will cease or spin off our ship registry and marine service operations, and our current officers and Directors will change.

SUBSEQUENTEVENTS

Certificate of Amendment

On March 5, 2007, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to affect a 1:10 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split”) and to reauthorize 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and to re-authorize 10,000,000 shares of preferred stock, $0.001 par value per share (the “Amendment”).

Additionally, the Amendment provided that shares of our preferred stock may be issued from time to time in one or more series, with distinctive designation or title as shall be determined by our Board of Directors prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by our Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.

The Amendment was approved by consent to action without a meeting by shareholders owning 8,100,000 shares of common stock, representing 81.4% of the company’s then outstanding shares. The Reverse Split became effective with the Over-The-Counter Bulletin Board at the open of business on March 23, 2007, at which time our trading symbol changed to “ALMN.” The affect of the reverse stock split has been affected throughout this Form 10-QSB and the accompanying financial statements.

Stock Purchase Agreements

On April 17, 2007, three of our majority shareholders entered into a Stock Purchase Agreement, whereby a third party, MV Equity Partners, Inc. (“MV”), agreed to purchase 510,000 shares of our common stock for aggregate consideration of $450,000 (of which $50,000 which has previously been received and been used to pay Company debts). The 510,000 shares which MV agreed to purchase will be purchased from Michael Chavez, our Chief Executive Officer and Director, Arthur Stone, our Director and David M. Loev, our corporate counsel in equal amounts of 170,000 shares each. The Stock Purchase Agreement also contemplates us completing a reverse merger transaction (the “Reverse Merger”) and a private placement of securities simultaneously therewith. We previously received $50,000 from MV on or about April 6, 2007, pursuant to the Stock Purchase, which funds we have used as follows:

· $26,455 to the Company of which $20,000 was used to repay Mr. Chavez’s promissory notes and $6,455 was utilized for working capital purposes;

· $13,161 to David M. Loev, in consideration for outstanding legal fees; and

· $10,000 towards the principal amount of Mr. Loev’s promissory note (described in greater detail below).

The anticipated closing date of the MV Stock Purchase Agreement is the closing date of the Reverse Merger. If the closing of the Reverse Merger does not occur prior to June 15, 2007, which date can be extended by MV until July 27, 2007. MV may cancel the Stock Purchase Agreement with three (3) days prior written notice to the purchasers. The Stock Purchase Agreement contemplates us not having more than $25,000 in liabilities as of the closing date, which liabilities are anticipated to be paid on such closing date by the company with whom we merge and/or acquires us.

In the event the MV Stock Purchase Agreement does not close by June 15, 2007 (or July 27, 2007, if such date is extended by MV), or in the event that any of the purchasers breach any other term or condition of the Stock Purchase Agreement, we are required to issue MV a promissory note in the amount of $50,000, which shall bear interest at the rate of 5% per annum, and be due and payable upon the earlier of i) the sale by us of any of our securities to any third party, ii) the merger of us with any entity not introduced by MV or MVI (as defined below), or iii) one year from the date of such original breach.

We also entered into a Stock Purchase Agreement on April 17, 2007, with Mastodon Ventures, Inc. (“MVI”) to purchase an aggregate of 1,005,000 shares of our common stock for aggregate consideration of $1,050 (or $0.001 per share). The consummation of the Reverse Merger by June 15, 2007, which date can be extended by MVI until July 27, 2007, is a condition precedent to the closing of the Stock Purchase Agreement with MVI. If the closing of the Reverse Merger does not occur prior to June 15, 2007 (or July 27, 2007, if such date is extended by MVI), MVI may cancel the Stock Purchase Agreement with three (3) days prior written notice to us. The Stock Purchase Agreement contemplates us not having more than $25,000 in liabilities as of the closing date, which liabilities are anticipated to be paid on such closing date by the company with whom we merge and/or acquires us.

The shares which we agreed to sell as described above have not been issued to date, and as such have not been included in the outstanding shares listed throughout this Form 10-QSB filing.

DEPENDENCE ON ONE OR A FEW MAJOR CLIENTS

Currently, we have not generated any revenues and have no clients. We do depend heavily on our relationship with Philtex however, as all of our services are offered through our Marketing Agreement with Philtex. As of the date of this report, we have provided no services through our Marketing Agreement with Philtex, have generated no revenues and have no clients or customers.

COMPETITION

Companies in the ship registry and marine services industries compete with each other through advertisements in industry publications; Internet based registration of ships and yachts; internet based formation and registration of companies, partnerships and limited liability companies, and word of mouth among ship owners, among others. The market for companies offering ship registry and other marine services is highly competitive. We expect competition to intensify in the future. There are numerous well-established companies that spend significant resources on marketing and advertising to individuals who are also our target market. Therefore, we may be unable to compete successfully in the marketplace and competitive pressures, including possible downward pressure on the prices we charge for our services, may adversely affect our business, results of operations and financial condition.

Under our current Marketing Agreement with Philtex, we have the exclusive right to promote, market and sell Philtex's products in the North and South America (the "Americas"). The term of the Marketing Agreement is three years, and it renews automatically for successive one-year terms. However, the Marketing Agreement may be terminated at any time with or without cause by either party, upon delivery of written notice to the other party. Because the Marketing Agreement is easily terminated by Philtex, there is a chance that Philtex will terminate the Marketing Agreement and provide its own services or through another company in the Americas. If this were to happen and we were not able to provide services without the help of Philtex, we could be forced to curtail or abandon our operations until we could find another marketing partner, if ever, which marketing partner could charge substantially more than Philtex.

Assuming we enter into a reverse merger transaction in the future, of which there can be no assurance, as we have not entered into any agreements or understandings to date, our business operations will likely change to those of the entity with whom we enter such merger transaction, and we will cease our ship registry and marine service operations.

EMPLOYEES

We currently have one employee, our Chief Executive Officer, Michael Chavez, who manages our operations and who works for us approximately 20 hours per week.

Assuming we enter into a reverse merger transaction in the future, of which there can be no assurance, since we have not entered into any agreements or understandings to date, our business operations will change, we will likely cease our ship registry and marine service operations, and Mr. Chavez will likely cease to serve as an officer, Director or employee of the Company.

COMPARISON OF OPERATING RESULTS

THREE MONTHS ENDED FEBRUARY 28, 2007 COMPARED TO THE THREE MONTHS ENDED FEBRUARY 28, 2006

We had no revenues for either the three months ended February 28, 2007, or the three months ended February 28, 2006.

We had total general and administrative expenses of $2,602 for the three months ended February 28, 2007, compared to total general and administrative expenses of $22,598 for the three months ended February 28, 2006, which represented a decrease in general and administrative expenses of $19,996 or 88% from the prior period.

General and administrative expenses decreased from the prior period due to decreased accounting expenses during the three months ended February 28, 2007, compared to the three months ended February 28, 2006, in connection with increased expenses during the prior period in connection with the review of our quarterly financial statements, the drafting of our Form 10-QSB, and filing expenses with the Commission, as well as other costs and expenses associated with our public filings, which costs and expenses were not present during the three months ended February 28, 2007, as we began as a reporting company during the three months ended February 28, 2006.

We had interest expense of $463 for the three months ended February 28, 2007, compared to interest expense of $9 for the three months ended February 28, 2006.

The interest expense for the three months ended February 28, 2007, was in connection with interest which accrued on certain notes entered into with Michael Chavez, our Chief Executive Officer, and David M. Loev, our legal counsel, as described below.

On February 9, 2006, we entered into a $4,000 Promissory Note with our Chief Executive Officer, Michael Chavez, in connection with monies Mr. Chavez had loaned us. The Promissory Note bears interest at the rate of 4% per annum, which interest and principal was due and payable on February 9, 2007 (the "February 2006 Note"). On March 22, 2006, we entered into a $4,000 Promissory Note with our Chief Executive Officer, Michael Chavez, in connection with monies Mr. Chavez had loaned us. The Promissory Note bears interest at the rate of 4% per annum, which interest and principal was due and payable on March 22, 2007 (the "March 2006 Note"). On June 13, 2006, we entered into a $2,000 Promissory Note with our Chief Executive Officer, Michael Chavez, in connection with monies Mr. Chavez had loaned us. The Promissory Note bears interest at the rate of 4% per annum, which interest and principal was due and payable on June 13, 2007 (the "June 2006 Note," and collectively with the February 2006 Note and the March 2006 Note, the "Notes"). On November 6, 2006, we entered into a $10,000 Promissory Note with our Chief Executive Officer, Michael Chavez, in connection with monies Mr. Chavez had loaned us. The Promissory Note bears interest at the rate of 4% per annum, which interest and principal was due and payable on November 10, 2007 (the "November 2006 Note"). In April 2007, the February 2006  Note, the March 2006 Note and the November 2006 Notes were repaid by us with funds received through the Stock Purchase Agreement described above; however, no accrued and unpaid interest was paid on the Notes at that time. Additionally, Mr. Chavez did not charge us any default interest in connection with our failure to pay the February 2006 Note and the March 2006 Note when due.

On March 28, 2007, Mr. Chavez loaned us an additional $5,000, and we entered into an additional Promissory Note with Mr. Chavez to evidence such loan, which bears interest at the rate of 4% per annum until paid in full and is due and payable on March 28, 2008 (the “March 2007 Note”). If an event of default occurs under the March 2007 Note, defined as if we fail to make a timely payment on the March 2007 Note, the breach of any agreement entered into with Mr. Chavez, if we make any false representation to Mr. Chavez, or if we become insolvent, Mr. Chavez can immediately declare all sums due and payable under the notes, together with any interest.

Mr. Chavez’s notes accrued $200 in interest for the three months ended February 28, 2007.

Additionally, pursuant to our Engagement Agreement with our legal counsel, David M. Loev, entered into prior to our raising any money through our Private Placement, we agreed to issue Mr. Loev 2,700,000 shares of our Common Stock, warrants to purchase 12,500 shares of our Common Stock at $0.25 per share, and to pay Mr. Loev $25,000 for legal work to be completed in connection with our Private Placement and Form SB-2 Registration Statement. We have issued Mr. Loev his 2,700,000 shares of Common Stock, granted him 12,500 warrants and paid Mr. Loev $10,000 during 2005. On February 22, 2005, effective as of May 13, 2005, we entered into a Promissory Note (the "Promissory Note") with Mr. Loev to evidence the $15,000, which we owed Mr. Loev pursuant to the Engagement Agreement as of that date. Pursuant to the Promissory Note, we agreed to pay Mr. Loev $15,000 in $5,000 increments as follows (the "Goals"):

o $5,000 upon us raising a total of $50,000;

o $5,000 upon us raising a total of $75,000; and

o $5,000 upon us raising a total of $100,000.

Under the Promissory Note, we agreed to pay Mr. Loev the $15,000 which he was still owed pursuant to the Engagement Agreement by May 13, 2006, regardless of whether the Goals are met. As such amount was not paid to Mr. Loev as of May 13, 2006, the $15,000 unpaid amount of the Promissory Note bears interest at seven percent (7.0%) per annum until paid in full, which interest is payable monthly in arrears, calculated based on a 360 day year. In April 2007, we paid Mr. Loev $10,000 of the outstanding principal amount of the Promissory Note, leaving $5,000 (not including any accrued and upaid interest) on the Promissory Note as of the date of this filing. The Promissory Note accrued $165 of interest for the year ended May 31, 2006, approximately $263 of interest for the three months ended February 28, 2007. As of February 28, 2007 the note had approximately $1,085 of interest accrued.

We had a net loss of $3,065 for the three months ended February 28, 2007, compared to a net loss of $22,607 for the three months ended February 28, 2006, a $19,542 or 86% decrease in net loss from the prior period. The decrease in our net loss was mainly due to the decrease in general and administrative expenses for the three months ended February 28, 2007, compared to the three months ended February 28, 2006, relating to accounting and legal fees for reporting expenses.

NINE MONTHS ENDED FEBRUARY 28, 2007, COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 2006

We had no revenues for either the nine months ended February 28, 2007, or the nine months ended February 28, 2006.

We had total general and administrative expenses of $16,146 for the nine months ended February 28, 2007, compared to total general and administrative expenses of $44,880 for the nine months ended February 28, 2006, which represented a decrease in general and administrative expenses of $28,734 or 64% from the prior period.

General and administrative expenses decreased from the prior period due to increased accounting expenses during the nine months ended February 28, 2006, in connection with the audit and review of our annual and quarterly financial statements, which were included in our Private Placement Memorandum and Form SB-2 Registration Statement, pursuant to which we sold certain shares of common stock from September through November 2005 and registered certain of those shares with the Commission.

We had interest expense of $1,349 for the nine months ended February 28, 2007, compared to interest expense of $9 for the nine months ended February 28, 2006.

The interest expense for the nine months ended February 28, 2006, was in connection with interest which accrued on certain Notes entered into with Michael Chavez, our Chief Executive Officer, and a Promissory Note issued to David M. Loev, our legal counsel, as described above.

Mr. Chavez’s Notes accrued $510 in interest from inception to February 28, 2007, and Mr. Loev’s Promissory Note accrued $1,085 in interest for the same period.

We had a net loss of $17,495 for the nine months ended February 28, 2007, compared to a net loss of $44,889 for the nine months ended February 28, 2006, a $27,394 or 61% decrease in net loss from the prior period. The decrease in our net loss was mainly due to the decrease in general and administrative expenses for the nine months ended February 28, 2007, compared to the nine months ended February 28, 2006, which was offset by the $1,349 increase in interest expense for the nine months ended February 28, 2007, compared to the nine months ended February 28, 2006.

LIQUIDITY AND CAPITAL RESOURCES

We had total current assets of $69 consisting solely of cash as of February 28, 2007.

We had total liabilities of $44,178 as of February 28, 2007, consisting solely of current liabilities, which included $4,170 of accounts payable, $5,008 of accounts payable and accrued interest, related party and $35,000 of notes payable to related parties, which includes the Promissory Note payable to Mr. Loev and the Notes payables to Mr. Chavez.

We had a working capital deficit of $44,109 and a total deficit accumulated during the development stage of $79,635 as of February 28, 2007.

We had $12,366 of net cash used in operating activities for the nine months ended February 28, 2007, which included $17,495 of net loss offset by $1,349 of accrued interest, related party, and an increase of $987 in accounts payable, and a $2,793 increase in accounts payable to related party, which mainly related to amounts owed to Mr. Loev, in connection with invoices for services.

We had net cash flows from financing activities of $12,000, which was solely due to Mr. Chavez's June 2006 and November 2006 loans in the aggregate amount of $12,000, as described above.

We previously received $50,000 from MV on or about April 6, 2007, pursuant to the Stock Purchase (describe above) which funds we have used as follows:

· $26,455 to the Company of which $20,000 was used to repay Mr. Chavez’s promissory notes and $6,455 remained for working capital purposes;

· $13,161 to David M. Loev, in consideration for outstanding legal fees; and

· $10,000 towards the principal amount of Mr. Loev’s promissory note (described in greater detail below).

The Stock Purchase Agreement with MVI (described above) contemplates us not having more than $25,000 in liabilities as of the closing date of our proposed Reverse Merger transaction, which liabilities are anticipated to be paid on such closing date.

We have no current commitment from our officers and directors or any of our shareholders to supplement our operations or provide us with financing in the future, other than the Notes with Mr. Chavez. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provideno assurance that financing will be available in amounts or on terms acceptable to us, or at all.

RISK FACTORS

You should carefully consider the following risk factors and other information in our annual report on Form 10-KSB before deciding to become a holder of our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

The business and the value of our common stock are subject to the following Risk Factors:

WE WILL NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN WITHOUT ADDITIONAL FINANCING.

We will depend to a great degree on the ability to attract external financing in order to conduct future business activities. We are currently funded solely by our shareholders and we believe that we can continue our business operations for the next one to two months with financing provided by such shareholders and amounts received in connection with the Stock Purchase Agreement with MV, described above, due to the fact that our total expenses are low, Michael Chavez, our sole officer, Director and employee has not been paid any salary to date and has agreed to provide us additional funding in the future in addition to the $25,000 which he had already provided us pursuant to certain Notes of which $20,000 has been repaid to date. However, due to the fact that we only had approximately $70 in cash as of February 28, 2007, and had limited cash on hand as of the filing of this report, no assurance can be made that we will be able to raise sufficient capital to continue our business activities, maintain our Securities and Exchange Commission reporting obligations, and/or if we are unable to consummate a reverse merger transaction in the future. Although we repaid $20,000 of the amount owed to Mr. Chavez in April 2007, we still owe Mr. Chavez $5,000 which is due and payable in March 2008, and we can give no assurance that we will have sufficient funds to repay such Note when due. If we are unable to raise the additional funds we require, we may be forced to abandon our current business plan or we may be unable to meet our public filing requirements with the SEC, which could cause us to be de-listed. If you invest in us and we are unable to raise the required funds, meet our filing obligations and/or if we are de-listed from the OTCBB, your investment could become worthless.

WE HAVE BEEN CONTACTED IN CONNECTION WITH VARIOUS MERGER AND ACQUISITION OPPORTUNITIES, AND HAVE ENTERED INTO A STOCK PURCHASE AGREEMENT WHICH CONTEMPLATE US ENTERING INTO A REVERSE MERGER IN THE FUTURE.

We have been contacted by parties seeking to merge and/or acquire us, with whom we plan to enter into a reverse merger transaction in the future, although we have not entered into any agreements or understandings as of the filing of this report. In April 2007, we entered into a Stock Purchase Agreement and our majority stockholders entered into a Stock Purchase Agreement which contemplate us entering into a reverse merger transaction which a third party company by June 15, 2007, which date may be extended until July 27, 2007. The Stock Purchase Agreements are contingent upon us closing the reverse merger transaction, and if such reverse merger closes and the Stock Purchase Agreements are consummated, MVI and MV (defined above) will become our majority shareholders. In the event that the planned reverse merger transaction does close, our then shareholders’ ownership will be substantially diluted due to the issuance of new shares to MVI and in connection with shares issued as a result of the reverse merger transaction. As a result, our new majority shareholders will likely change the composition of our Board of Directors and replace our current management. The new management will likely change our business focus and we can make no assurances that our new management will be able to properly manage our direction or that this change in our business focus will be successful. If we do enter into a merger or acquisition, and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our common stock to decline or become worthless. We have not entered into any merger or acquisition agreements as of the date of this filing and we will continue with our current business in the event a merger or acquisition is not completed, funding permitted.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have not generated any revenues since inception and have incurred substantial losses totaling $79,635 as of February 28, 2007. We had negative net working capital of $44,109 as of February 28, 2007. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate sufficient cash flow to conduct our operations and/or obtain additional sources of capital and financing.

WE MAY NOT GENERATE ANY REVENUES IN THE FUTURE, WHICH MAY FORCE US TO CURTAIL OUR BUSINESS PLAN.

As a development stage company, we have no revenues or profits to date and our accumulated deficit as of February 28, 2007, was $79,635. We are currently being funded by existing shareholders, including our Chief Executive Officer and Director, Michael Chavez, who has loaned us $25,000 to date, of which $20,000 of that amount has been repaid to date (which amount did not include the payment of any accrued interest), and anticipate being able to continue our business operations for approximately the next one to two months if we are unable to raise any additional capital. If we do not have enough money to pay our outstanding liabilities as they become due and/or if we fail to generate any revenues in the future, we will be forced to curtail or abandon our business plan and any investment in us may be lost.

WE DEPEND HEAVILY ON MICHAEL CHAVEZ AND ARTHUR STONE, OUR OFFICERS AND DIRECTORS, AND IF WE WERE TO LOSE THEIR SERVICES, WE MAY BE FORCED TO ABANDON OR CURTAIL OUR BUSINESS PLAN AND OPERATIONS.

Our future performance is substantially dependent on the performance of Michael Chavez, our President. The loss of the services of Mr. Chavez or Mr. Stone could have a material adverse effect on our business, results of operations or financial condition. We do not currently have an employment agreement with or any "key man" insurance on Mr. Chavez or Mr. Stone. In addition, the absence of Mr. Chavez or Mr. Stone will force us to seek replacements who may have less experience or who may not understand our business as well, or we may not be able to find a suitable replacement. Moving forward, should we lose the services of Mr. Chavez or Mr. Stone, for any reason, we will incur costs associated with recruiting a replacement and any delays could harm our operations. If we are unable to replace Mr. Chavez or Mr. Stone with other suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and planned activities, which would likely cause a decrease in the value of our securities. Additionally, as a result of the loss of Mr. Chavez or Mr. Stone, we could be forced to abandon or change our current business plan, which changed business plan could have significant risks associated with it, and which could cause the value of our securities to become worthless.

OUR PRESIDENT MICHAEL CHAVEZ AND OUR VICE PRESIDENT, ARTHUR STONE, CAN VOTE AN AGGREGATE OF 54.2% OF OUR COMMON STOCK AND CAN EXERCISE CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.

Our President, Michael Chavez and our Vice President, Arthur Stone, currently control 540,000 shares representing approximately 54.2% of our outstanding Common Stock, which includes 340,000 shares of common stock which they have agreed to sell to MVI as described above under “Subsequent Events.” Accordingly, Mr. Chavez and Mr. Stone will exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control, up until the consummation of our planned reverse merger transaction, if ever, and the consummation of the Stock Purchase Agreement with MVI. Any investors who purchase shares will be minority shareholders and as such will have little to no say in our direction and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Mr. Chavez and/or Mr. Stone as our Directors, which will mean they will remain in control of who serves as our officers as well as whether any changes are made in the Board of Directors. As a potential investor in us, you should keep in mind that even if you own shares of our Common Stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.

WE ARE HIGHLY DEPENDENT ON PHILTEX CORPORATION, LTD. FOR OUR OPERATIONS, AS WE WILL INITIALLY RUN SUBSTANTIALLY ALL OF OUR OPERATIONS THROUGH PHILTEX CORPORATION, LTD.

We are currently highly dependent on Philtex Corporation, Ltd., ("Philtex") as we plan to outsource (i.e. refer) all of our operations and services through Philtex, beginning in approximately the first quarter of 2008, and continuing for approximately nine (9) to twelve (12) months thereafter and use Philtex's contracts and connections through the Marketing Agreement (described below) for approximately another six (6) to twelve (12) months thereafter, once we have operations. Additionally, we will be dependent on Philtex for Philtex's ability to sell the registry of several countries which whom Philtex has government authorization from, as we do not have any ability to sell registries on our own. We currently have a Marketing Agreement with Philtex whereby Philtex has granted us the exclusive right to promote, market and sell Philtex's products and services in North and South America. We have earned no revenues through our Marketing Agreement with Philtex as of the date of this filing. Philtex or we may terminate the Marketing Agreement at any time with or without cause, for any reason, upon delivery of written notice thereof to the other. If we do not earn any revenues through our Marketing Agreement in the future, and/or if Philtex was to terminate the Marketing Agreement and we are unable to offer registry services, and/or if Philtex was to terminate the Marketing Agreement and compete with us in the same market, we would likely be forced to abandon our business operations and our operations would likely fail, causing any investment in us to become worthless.

WE HAVE A LIMITED OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES TO DATE AND BECAUSE OF THIS IT MAY BECOME DIFFICULT TO EVALUATE OUR CHANCE FOR SUCCESS.

We were formed as a Nevada corporation in May 2005. Aside from organizational costs incurred, we have not incurred significant expenses to date, but have also not generated any revenues, and we have a limited operating history. As such, it may be difficult to evaluate our business prospects. We are a development stage company with limited experience in the marine consulting business, which plans to begin outsourcing (i.e. referring) the majority of our operations through our Marketing Agreement with Philtex in approximately the first quarter of 2008, and continue for approximately nine (9) to twelve (12) months thereafter and then to use Philtex's contracts and connections for approximately another six (6) to twelve (12) months thereafter; however, we will need to arrange new agreements, raise needed capital, and pay expenses and general administrative fees during that time and will need to raise substantial additional capital to offer services separate from Philtex, which we currently plan to offer in the future. Although we feel we have experienced officers and directors, we are a relatively new company and, as such, run a risk of not being able to compete in the marketplace because of our relatively short existence. New companies in the competitive environment of marine consulting, such as ours, may have difficulty in continuing in the highly competitive marine consulting environment, and as a result, we may be forced to abandon or curtail our business plan. Under such a circumstance, the value of any investment in us may become worthless.

WE HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE FORCED TO ABANDON OUR BUSINESS PLAN.

We currently have a poor financial position. We have not generated any revenues to date and had a deficit accumulated during the development stage as of February 28, 2007 of $79,635. There is a risk that we will not generate any revenues through our Marketing Agreement with Philtex, and/or that we will never be able to operate separately from Philtex. If we never generate any revenues, we may be forced to abandon our business plan and any investment in us may become worthless.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN THE HIGHLY COMPETITIVE SHIP REGISTRY AND MARINE SERVICES INDUSTRY.

The market for companies offering ship registry and other marine services is highly competitive and we only expect competition to intensify in the future. Numerous well-established companies spend significant resources on marketing and advertising to individuals which we also market services to. Because of these factors, there is a significant risk that that we will be unable to compete successfully and that competitive pressures, including possible downward pressure on the prices we charge for our services, will cause us to curtail or abandon our current business plans and/or cause us to change our business plan significantly. If we were forced to abandon, curtail or change our business plan, any investment in us could become worthless.

IN THE EVENT THAT OUR FUTURE OPERATIONS AND CONTRACTS GROW, THERE IS A RISK THAT WE WILL NOT BE ABLE TO MANAGE OUR GROWTH.

Our growth is expected to place a significant strain on our managerial, operational and financial resources. Further, as we receive future contracts, we will be required to manage multiple relationships with various customers, clients and other third parties. As of the date of this filing, we do not have any contracts with customers. These requirements will be exacerbated in the event of our further growth. As a result, there is a significant risk that our systems, procedures or controls will not be adequate to support our operations and/or that we will not be able to achieve the rapid execution necessary to successfully offer our services and implement our business plan. Our future operating results will also depend on our ability to add additional personnel commensurate with the growth of our business. If we grow faster than we can manage, our procedures and controls may not be adequate to support our operations and as a result, we may be forced to scale back our operations, sell all or a portion of our assets and/or hire additional management, all of which could cause us significant expense and could cause any investment in us to decline in value.

OUR SHIP REGISTRY OPERATIONS MAY BE ADVERSELY EFFECTED BY FLUCTUATIONS AND CYCLICAL TURNS IN THE SHIPPING INDUSTRY AS A WHOLE.

The shipping business, including the market for ship registry services, has been cyclical in varying degrees, and has experienced fluctuations in profitability and demand. These fluctuations, and the demand for ships, in general, have been influenced by many factors including:

-global and regional economic conditions;

-developments in international trade;

-changes in seaborne and other transportation patterns;

-weather;

-crop yields;

-armed conflicts;

-terrorist activities;

-port congestion;

-canal closures;

-political developments;

-embargoes; and

-strikes.

The demand for maritime shipping services is also greatly affected by the demand for consumer goods and perishable foods, dry bulk commodities and bagged and finished products, all of which are highly dependent on the factors described above, as well as commodity prices, environmental concerns and competition. The supply of shipping capacity is also a function of the delivery of new vessels and the number of older vessels scrapped, in lay-up, converted to other uses, reactivated or removed from active service. Supply may also be affected by maritime transportation and other types of governmental regulation, including that of international authorities. These and other factors may cause a decrease in the demand for the services we plan to provide in the future. As of the date of this filing, we have provided no services and have no clients or customers.

OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF PREFERRED STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN OUR CURRENTLY ISSUED AND OUTSTANDING COMMON STOCK.

Pursuant to our Articles of Incorporation, we have 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock ("Preferred Stock") authorized. As of the filing of this report, we have 995,000 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As a result, we have the ability to issue a large number of additional shares of Common Stock by our Board of Directors without shareholder approval, which if issued would cause substantial dilution to our then shareholders. Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our Common Stock, which may cause substantial dilution to our then Common Stock shareholders and/or have other rights and preferences greater than those of our Common Stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of Common Stock which could cause substantial dilution to our existing shareholders and/or Preferred Stock, which could cause substantial dilution, give such preferred shareholders super majority voting rights and/or other rights or preferences which could provide the preferred shareholders control of us and/or give those holders the power to prevent or cause a change in control, which could cause the value of our Common Stock to decline or become worthless.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.

Pursuant to the Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-QSB's or 10-KSB's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. If we are late in our filings three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

OUR COMMON STOCK IS HIGHLY ILLIQUID AND IF THERE IS A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

Our common stock was cleared for trading on the Over-The-Counter Bulletin Board in May 2006; however we have had no trading in our common stock as of the date of this filing. If there is a market for our common stock, we anticipate that such market will be subject to wide fluctuations in response to several factors, including, but not limited to:

(1) actual or anticipated variations in our results of operations;

(2) our ability or inability to generate new revenues;

(3) the number of shares in our public float;

(4) increased competition; and

(5) conditions and trends in the ship registry and commercial shipping industry.

Furthermore, because our Common Stock is traded on the NASD over the counter bulletin board, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Additionally, at present, we have a limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock. Further, due to the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, asked and closing prices) are entirely arbitrary, are not related to the actual value of the Company, and do not reflect the actual value of our common stock (and in fact reflect a value that is much higher than the actual value of our Common Stock). Shareholders and potential investors in our Common Stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our Common Stock value, but should instead determine value of our Common Stock based on the information contained in the Company's public reports, industry information, and those business valuation methods commonly used to value private companies.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

Once our Common Stock is listed on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our Common Stock is below $4.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $4.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-QSB (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the last fiscal year and/or up to and including the date of this filing that we believe materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

We also entered into Stock Purchase Agreement on April 17, 2007, with Mastodon Ventures, Inc. (“MVI”) to purchase an aggregate of 1,005,000 shares of our common stock for aggregate consideration of $1,050 (or $0.001 per share). The consummation of the Reverse Merger (described above under “Subsequent Events”, by June 15, 2007 (or July 27, 2007, if such date is extended by MVI), is a condition precedent to the closing of the Stock Purchase Agreement with MVI. If the closing of the Reverse Merger does not occur prior to June 15, 2007, MVI may cancel the Stock Purchase Agreement with three (3) days prior written notice to us. The Stock Purchase Agreement contemplates us not having more than $25,000 in liabilities as of the closing date, which liabilities are anticipated to be paid on such closing date. We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933 for the above, since the foregoing did not involve a public offering, the recipients took the securities for investment and not resale and we will take appropriate measures to restrict transfer.

The shares which we agreed to sell as described above have not been officially issued to date, and as such have not been included in the outstanding shares listed throughout this Form 10-QSB filing.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

In March 2007, our majority shareholders approved the filing of a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada to affect a 1:10 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split”) and to reauthorize 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and to re-authorize 10,000,000 shares of preferred stock, $0.001 par value per share (the “Amendment”). The Amendment was approved by consent to action without a meeting by shareholders owning 8,100,000 shares of common stock, representing 81.4% of the Company’s then outstanding shares.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

Exhibit No.	Description
3.1(1)	Certificate of Amendment to Articles of Incorporation
10.1(2)	Marketing Agreement
10.2(3)	Amendment No. 1 to the Marketing Agreement
10.3(3)	Promissory Note with David Loev
10.4(4)	Promissory Note with Michael Chavez in the amount of $4,000
10.5(5)	Promissory Note with Michael Chavez in the amount of $4,000
10.6(5)	Promissory Note with Michael Chavez in the amount of $2,000
10.7(6)	Promissory Note with Michael Chavez in the amount of $10,000
10.8*	Promissory Note with Michael Chavez in the amount of $5,000
10.9*	Stock Purchase Agreement (Mastodon Ventures, Inc.)
10.10*	Stock Purchase Agreement (MV Equity Partners, Inc.)
31.1*	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1(1)	Warrant Agreement with David M. Loev

(1)	Filed as an exhibit to our Report on Form 8-K, filed with the Commission on March 22, 2007, and incorporated herein by reference.
(2)	Filed as exhibits to our Form SB-2 Registration Statement, filed with the Commission on December 20, 2005 and incorporated herein by reference.
(3)	Filed as exhibits to our amended Form SB-2 Registration Statement, filed with the Commission on March 1, 2006, and incorporated herein by reference.
(4)	Filed as an exhibit to our report on Form 10-QSB, filed with the Commission on April 18, 2006, and incorporated herein by reference.
(5)	Filed as an exhibit to our report on Form 10-KSB, filed with the Commission on August 29, 2006, and incorporated herein by reference.
(6)	Filed as an exhibit to our report on Form 10-QSB, filed with the Commission on January 22, 2007, and incorporated herein by reference.
*	Filed Herein.

b) REPORTS ON FORM 8-K

The Company filed the no reports on Form 8-K during the period covered by this Report.

The Company filed a report on Form 8-K subsequent to the period covered by this report on March 23, 2007, to report that the Company filed an amendment to its Certificate of Amendment to affect a 1:10 reverse stock split.

SIGNATURES

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

ALLMARINE CONSULTANTS CORPORATION

DATED: April  23, 2007	By: /s/ Michael Chavez
	Michael Chavez
	Chief Executive Officer