Tradeshow Marketing CO. Ltd. - Quarterly Report of Financial Condition (10QSB)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10 – QSB

_______________________________

[mark one]

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: February 29, 2008

	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-52075

_____________________________________________________

The Tradeshow Marketing Company, Ltd.

(Exact name of registrant as specified in its charter)

Nevada	06-1754875
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

648 237th PL SE

Sammamish, WA 98074-3632

(Address of principal executive offices including zip code)

(425) 256-2283

( Registrant’s telephone number, including area code)

Sierra Corporate Services

100 W. Liberty Street, 10 th Floor, Reno, NV 89501

(Name and address of agent for service)

(775) 788-2000

(Telephone Number, including area code, of agent for service)

with a copy to:

SteadyLaw Group, LLP

501 W. Broadway, Suite 800

San Diego, CA 92101

Telephone (619) 399-3090

Telecopier (619) 330-1888

Check whether the issuer (1) 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 þ  No 

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

Number of shares outstanding of the issuer’s common stock as of the latest practicable date:23,102,809 shares of common stock, $.0001 par value per share, as of July 16, 2008.

Transitional Small Business Disclosure Format (check one): Yes No þ

Quarterly Report on FORM 10-QSB For The Period Ended

February 29, 2008

Table of Contents

The Tradeshow Marketing Company, Ltd.

PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	12
Item 3.	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	19
Item 6.	Exhibits	19

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Tradeshow Marketing Company, Ltd.

Balance Sheets

(unaudited)

	February 29,			May 31,
	2008			2007
	(unaudited)

ASSETS
Current Assets
Cash and Cash Equivalents	$	42,750		$	136,815
Merchant Service Holdbacks		-			5,257
Prepaid Expenses		16,740			17,645
Inventory		9,015			36,041
Total Current Assets		68,505			195,758

Long Term Assets
Furniture & Equipment - Net		54,678			31,877
Vehicles - Net		4,597			8,426
Network Infrastructure & Software - Net		24,606			33,704
Leasehold Improvements- Net		17,832			-
		101,713			74,007

Other Assets		13,362			7,553
Total Long Term Assets		115,075			81,560

Total Assets	$	183,580		$	277,318



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts Payable	$	114,247		$	28,277
Accrued Liabilities		25,596			-
Loan Payable - Related Party		215,138			88,818
Current Portion - Vehicle Loan		-			5,484
Total Current Liabilities		354,981			122,579

Vehicle Loan		-			6,564

Total Liabilities		354,981			129,143

Stockholders' Equity

Common Stock, authorized 50,000,000
shares, par value $0.0001, 23,104,308 and
20,342,533 issued and outstanding at
February 29, 2008 and May 31, 2007		2,317			2,037
Paid in Capital		1,842,155			1,142,681
Accumulated Deficit		(2,015,873	)		(996,543	)

Total Stockholders' Equity (Deficit)		(171,401	)		148,175

Total Liabilities and Stockholders' Equity	$	183,580		$	277,318

The accompanying notes are an integral part of these statements

The Tradeshow Marketing Company, Ltd.

Statments of Operations

(unaudited)

		Nine Months Ended						Three Months Ended
		February 29,			February 28,			February 29,			February 28,
		2008			2007			2008			2007

Revenue		$	285,061		$	344,686		$	130,269		$	145,989

Cost of Sales			144,098			152,973			68,979			35,694

	Gross Profit		140,963			191,713			61,290			110,295

Expenses
	General and Administrative		1,043,934			331,173			439,174			136,078
	Professional Fees		116,359			99,585			44,472			70,532

	Total Expenses		1,160,293			430,758			483,646			206,610

Net Loss		$	(1,019,330	)	$	(239,045	)	$	(422,356	)	$	(96,315	)

Basic and Diluted
	Loss per Share	$	(0.05	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

	Weighted Average
	Number of Shares		21,314,594			18,136,177			20,513,720			18,136,177

The accompanying notes are an integral part of these statements

The Tradeshow Marketing Company, Ltd.

Restated Statements of Stockholders' Equity

(unaudited)

For the Year Ended May 31, 2007 and the Nine Months Ended February 29, 2008

								Foreign						Total
	Common Stock				Paid in			Currency			Accumulated			Equity
	Shares		Amount		Capital			Translation			Deficit			(Deficit)
Balance, May 31, 2006		17,869,283		1,789		510,913			14,141			(449,972	)		76,871

Contributed Capital		-		-		14,141			(14,141	)		-			-

Sale of common stock		1,740,000		174		439,826			-			-			440,000

Shares issued for Services		365,750		37		97,838			-			-			97,875

Shares issued for Conversion
of Debt at $0.25 per share		320,000		32		79,968			-			-			80,000

Shares per adjustment
provision of prior acqusition		47,500		5		(5	)		-			-			-

Net Loss		-		-		-			-			(546,571	)		(546,571	)
Balance, May 31, 2007		20,342,533		2,037		1,142,681			-			(996,543	)		148,175

Shares issued for Services		768,735		78		196,167			-			-			196,245

Sale of common stock		1,817,600		183		459,466			-			-			459,649

Shares issued for conversion
of debt		175,440		19		43,841			-			-			43,860

Net Loss		-		-		-			-			(1,019,330	)		(1,019,330	)
Balance, February 29, 2008		23,104,308	$	2,317	$	1,842,155		$	-		$	(2,015,873	)	$	(171,401	)

The accompanying notes are an integral part of these statements

The Tradeshow Marketing Company, Ltd.

Restated Statements of Cash Flows

(unaudited)

	Nine Months Ended						Three Months Ended
	February 29,			February 28,			February 29,			February 28,
	2008			2007			2008			2007
Operating Activities

Net Loss	$	(1,019,330	)	$	(239,045	)	$	(422,356	)	$	(96,315	)

Significant Non-Cash Transactions
Stock issued for service		196,245			62,875			154,307			50,000
Stock issued for conversion of debt		43,860			-			43,860
Depreciation / Amortization Expense		40,363			12,696			20,788			2,774
Contributed Capital		-			14,141			-			-
Loss on disposal of fixed assets		7,103			-			7,103			-
Changes in Assets and Liabilities
(Increase)/Decrease in Inventory		27,026			(14,141	)		17,158			(33,004	)
(Increase)/Decrease in Merchant
Service Holdbacks		5,257			(19,672	)		4000			-
(Increase)/Decrease in Other Assets		3,486			(17,884	)		5,640			2,300
(Increase)/Decrease in Prepaid Expense		905			187			10,054			(17,960	)
Increase/(Decrease) in Accrued Expense		25,596			(17,960	)		(18,539	)		-
Increase/(Decrease) in Payables		85,970			(28,891	)		103,495			16,763
Net Cash Provided (Used) by Operating Activities		(583,519	)		(247,694	)		(74,490	)		(75,442	)

Investment Activities
Purchase of Network Infastructure		-			688			-			-
Purchase of Property and Equipment		(84,467	)		1,357			(24,202	)		-
Net Cash Provided (Used) by Investing Activities		(84,467	)		2,045			(24,202	)		-

Financing Activities
Net Proceeds from Loan Payable - Related Party		126,320			146,514			59,975			8,498
Proceeds/(Payments) - Equipment Financing		(12,048	)		(5,115	)		(8,960	)		(2,098	)
Proceeds from sale of Common Stock		459,649			188,500			36,000			178,500
Cash Provided by Financing Activities		573,921			329,899			87,015			184,900

Net Increase (Decrease) in Cash		(94,065	)		84,250			(11,677	)		109,458

Cash, Beginning of Period		136,815			43,538			54,427			18,330

Cash, End of Period	$	42,750		$	127,788		$	42,750		$	127,788

The accompanying notes are an integral part of these statements

THE TRADESHOW MARKETING COMPANY INC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(February 29, 2008 and May 31, 2007)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

The Tradeshow Marketing Company, Inc. (the Company) was organized in the state of Nevada on December 3, 2003. The Company was formed to market specialty products via tradeshows, infomercials, specialty product shops and kiosks in malls.

The Company operates on a May 31 fiscal year end.

These statements have been adjusted to reflect the restatement of the Company’s May 31, 2007 and 2006 audited financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES AND USE OF ESTIMATES

The accompanying unaudited consolidated financial statements of The Tradeshow Marketing Company, Inc. and subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission, and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods presented have been made. The results for the nine month period ended February 29, 2008, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2007.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The relevant accounting policies and procedures are listed below.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and deposits in transit.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Translation of Currency

The company’s headquarters were in Canada through May 31, 2006 and maintained its financial records in $CDN. For the sake of reporting the Balance Sheet, amounts were converted to United States dollars using the exchange rate at the end of each period. Income statement amounts were converted using an average rate for the period resulting in a translation gain or loss for each period shown.

On June 1, 2006 the Company relocated its headquarters to Phoenix, Arizona and established its accounts in U.S. Banks and adopted the U.S. Dollar as its functional currency. The company has eliminated its accumulated adjustment for foreign currency translation to contributed capital.

Inventory

The company inventories finished products it has purchased for resale. Inventory is carried at the lower of cost of market.

Revenue Recognition and Accounts Receivable

All the sales for the As Seen on TV segment of the Company are on a point of sale/cash and carry basis. The Company does not carry receivables for any sales. All sales are final. Revenue is recognized when a sale is made. No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Revenue from Franchise sales, if any, will be recognized in accordance with Financial Accounting Standard 45 “Accounting for Franchise Fee Revenue” It requires that franchise fee revenue from individual and area franchise sales be recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor. To date, there have not been any franchise sales.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Equipment

Equipment is stated at cost. Depreciation is computed using the straight-line method over the assets useful lives, which are 5 to 7 years. Maintenance and repairs are charged to expense as incurred.


	Nine Months Ended			Year Ended
	February 29, 2008			May 31, 2007
Furniture & Equipment	$	71,305		$	39,345
Vehicles		23,906			23,906
Network Infrastructure & Software		54,100			54,100
Leasehold Improvements		18,493			-
		167,804			117,351
Accumulated Depreciation		(66,091	)		(43,345	)
Net Property & Equipment	$	101,713		$	74,006

Earnings per Share (EPS)

Basic loss per share of common stock was computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted loss per share is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are options and warrants that are freely exercisable into common stock at less than the prevailing market price. Dilutive securities are not

included in the weighted average number of shares when inclusion would increase the earnings per share or decrease the loss per share. As of May 31, 2007 and February 29, 2008, the Company does not have any dilutive securities.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company has not determined the affect of the adoption of SFAS 160 will have on its consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) will change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141(R) will impact the Company in the event of any future acquisition.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific situations. Additionally, the servicing asset or servicing liability shall be initially measured at fair value, if practicable. SFAS 156 permits an entity to choose either the amortization method or fair value measurement method for subsequent measurement of the servicing asset or servicing liability. SFAS 156 is effective for our fiscal year ending May 31, 2008. The adoption of SFAS 156 is not expected to have a material affect on our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”). The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 is not expected to have a material affect on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of Statement of Financial Accounting Standards Statement No. 115” (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not determined the impact of SFAS 159 on its financial position.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 13 3 ” (“SFAS 161”), which establishes, among other things, the disclosure requirements for derivative instruments and hedging activities. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for fiscal periods and interim periods beginning after November 15, 2008. We are currently evaluating the impact SFAS 161 will have on our financial statement disclosures.

NOTE 3. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized 50,000,000 common shares with a $0.0001 par value.

Year Ended May 31, 2007

On June 1, 2006 the Company recorded $14,141 contributed capital to eliminate the accumulated foreign currency translation balance.

During the year ended May 31, 2007, the Company issued 1,740,000 common shares in a private placement for $440,000.

During the year ended May 31, 2007, the Company issued 365,750 common shares for services at $97,875.

During the year ended May 31, 2007the Company issued 320,000 common shares at $0.25 for the conversion of $80,000 shareholders loan.

On May 11, 2007 the Company issued 47,000 common shares related to the July 20, 2005 purchase of the assets of Sandstrom stores in Phoenix wherein the Company issued 15,000 shares at a stated value of $1.00 per share. The additional 47,000 shares issued adjusts the value of the total shares issued to the fair value of $0.24 per share.

Nine Months Ended February 29, 2008

During the nine months ended February 29, 2008, the Company issued 768,735 common shares for services valued at $196,245.

During the nine months ended February 29, 2008, the Company issued 1,817,600 common shares in a private placement for $459,649.

During the nine months ended February 29, 2008, the Company issued 175,440 common shares for the conversion of $43,860 of shareholder loans.

NOTE 4. NOTES PAYABLE – RELATED PARTY TRANSACTIONS

Shareholders have provided operational financing to the company on unsecured, non-interest bearing, demand notes.

NOTE 5. OPERATING LEASES AND OTHER COMMITMENTS:

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona with aggregate monthly payment of $8,045 or $96,450 per year. These leases expire in December 2008 and December 2011, respectively. Additionally, the Company entered into a lease agreement for office space for the franchise division on February 28, 2007, with such lease scheduled to expire on February 28, 2010. The Company holds an option for a two year renewal on this lease. The extensions on the previous leases, and the new lease are both reflected in the future minimum payment schedule below.

	Year 1		Year 2		Year 3		Year 4		Year 5
Retail Outlets	$	96,450	$	96,450	$	96,450	$	96,450	$	96,450

Office Space	$	65,184	$	65,184	$	65,184	$	65,184	$	65,184

During March 2008, the Company abandoned their lease in Scottsdale, Arizona. There is no accrual included in these financial statements for any liability related to the abandonment of the lease. As of July 12, 2008, the Company has not reached an agreement with the landlord regarding the termination of the lease.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The Company has an accumulated deficit of approximately $2,016,000. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan of developing specialty retail products, purchasing retail stores in malls and developing product infomercials.

NOTE 7. SUBSEQUENT EVENTS

During March 2008,the Board of Directors resolved to sell its shares in Sandström OnTV Company back to the company.

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

Nature of Business

The Tradeshow Marketing Company was incorporated on December 03, 2003. Over the past twenty years, Tradeshow’s management team and demonstration professionals have worked in the direct sales industry marketing a variety of products directly to consumers at trade shows, malls (kiosks), fairs and exhibitions throughout Canada and the United States. The Company’s product categories include specialty household, beauty and fitness, home and garden and electronics products. The products we retail are considered small ticket items, are innovative and are highly desired by the target audience. Price points for our products typically start in the $50 range and our target demographic is in the $50,000 - $100,000 annual income range.

Products from various suppliers that we have sold in the past included:

a) Ontel Products: “As Seen On TV” products that include the Swivel Sweeper, Glass Wizard and AB Master;

b) American Direct (TriStar): product supplied includes the Lateral Thigh Trainer and Jack Lalanne’s Power Juicer;

c) Cava Industries: supplies the Cold Heat Soldering Tool and Smart Spin containers;

d) ITW Space Bags: supplies Space Bags for storage;

e) Orange Glow International: suppliers of cleaning products OxiClean, Orange Glo, and Kaboom, among others;

f) Overbreak: supplies toys that include Hover Disc, Hover Copter and Rainbow Art.

Sales volumes for products fluctuate increasing significantly during the holiday season. Typically, the Company experiences the highest sales volume for products that are demonstrated via infomercials, during those periods when the infomercials are advertised on television. No one particular product represents a material portion of our revenues for the entire fiscal year. Rather, annual gross sales are derived from numerous products, with eight to ten feature products, on average, being the biggest sellers.

For the period ended February 29, 2008 the bulk of our sales revenue has come from our retail stores. The sales from our stores are experiencing moderate growth. Internet sales have declined as Management has focused their capital resources on the franchise sales division, as opposed to marketing the Company’s website sales. Our business model contemplates the sale of franchises and increased revenues as a means to generate revenues, as needed, for our retail store operations.

Acquisition of Productive Assets

On August 31, 2005, Tradeshow acquired the assets and sub-leases of two retail stores in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona. Following the acquisition, the Company changed the name of the two stores to “Sandstrom OnTV”. The Company’s Sandstrom OnTV stores feature a unique and diverse mix of innovative consumer products, which includes the same merchandise that the Company demonstrates and sells at tradeshow venues.

On December 23, 2005 the company announced the launch of its first eCommerce website for ON TV products. The site, located at www.ontvco.com, offers direct access to classic and the most popular ON TV Items. The site is managed by the companies Chief Technical Officer and orders are fulfilled thru the Paradise Valley retail store in Phoenix Arizona.

The acquisition of the two retail stores was an acquisition of productive assets, as the Company purchased the assets of, and assumed the sub-leases for, both retail businesses. The Company also received the rights to use the “As Seen On TV” trade name for the stores, but has decided to use the name Sandstrom OnTV” instead. The Company acquired $35,000 dollars of stock and equipment in the acquisition. The assets acquired included an inventory of “as seen on TV” like products valued at the time of the transaction at $25,000 (based on the products wholesale prices; the retail value is approximately double that figure), and store fixtures, such as shelving, displays casing video surveillance equipment, computers, a cash register and a credit card machine, the value of which was deemed to be $10,000.

The approximate square footage of each store is 530 sq feet.

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls, Arizona with aggregate monthly payment of $8,045 or $96,450 per year. The leases on Paradise Valley store and the Arrowhead store expire in December 2008. The numbers shown below assume that the Company will be able to renew its lease or sublease and continue to operate these facilities at the current rate:

	Year 1		Year 2		Year 3		Year 4		Year 5
Retail Outlets	$	96,450	$	96,450	$	96,450	$	96,450	$	96,450

Office space	$	65,184	$	65,184	$	65,184	$	65,184	$	65,184

Results of Operations

Three Months ended February 29, 2008 compared to Three Months ended February 28, 2007

		Three Months Ended
		February 29,			February 28,			Increase
		2008			2007			(Decrease)

Revenue		$	130,269		$	145,989		$	(15,720	)

Cost of Sales			68,979			35,694			33,285

	Gross Profit		61,290			110,295			(49,005	)

Expenses
	General and Administrative		439,174			136,078			303,096
	Professional Fees		44,472			70,532			(26,060	)

	Total Expenses		483,646			206,610			277,036

Net Loss		$	(422,356	)	$	(96,315	)		(326,041	)

Revenue

For the three months ended February 29, 2008, revenues decreased by $15,720 compared to the three months ended February 28, 2007. The decrease in sales is attributable to a decline in website sales as a result of Management’s decision not to focus marketing efforts on their website sales, instead focusing on our franchise sales division.

Cost of Sales & Gross Profit

For the three months ended February 29, 2008, cost of sales increased by $33,285 compared to the three months ended February 28, 2007. This increase is due to stock and freight charges required to support the increase in sales in the stores and a related increase in wages and salaries incurred due to the staffing of the stores.

Expenses

There was an increase of $303,096 in general and administrative expenses for the third quarter of 2008 compared to the third quarter of 2007. Additional staff was hired for the Arizona stores, and also employees were given incentives in the form of sales bonuses resulting in increased wages and employee benefits. There was a decrease of $26,060 in Professional fees primarily due to additional consulting fees connected with legal accounting and franchise development fees incurred during the third quarter of fiscal year 2007. There were no similar expenses incurred during the third quarter of fiscal year 2008.

Net Loss

Our net loss for the third quarter of fiscal year May 31, 2008 was $422,356 compared to a net loss of $96,315 for the third quarter of fiscal year May 31, 2007. The loss is reflective of the increase in professional and consulting fees incurred during the first two quarters of fiscal year 2008 as well employee wages and benefits, which were deemed necessary by management in order to focus our sales and marketing efforts.

Results of Operations

First Nine Months ended February 29, 2008 compared to First Nine Months ended February 28, 2007

The following overview provides a summary of key information concerning our financial results for the first nine months of our fiscal year ending May 31st, 2008 as compared to the same period during fiscal year ended May 31, 2007:


		Nine Months Ended
		February 29,			February 28,			Increase
		2008			2007			(Decrease)

Revenue		$	285,061		$	344,686		$	(59,625	)

Cost of Sales			144,098			152,973			(8,875	)

	Gross Profit		140,963			191,713			(50,750	)

Expenses
	General and Administrative		1,043,934			331,173			712,761
	Professional Fees		116,359			99,585			16,774

	Total Expenses		1,160,293			430,758			729,535

Net Loss		$	(1,019,330	)	$	(239,045	)	$	(780,285	)

Revenue

The company generated revenues of $285,061 from operations during the first nine months of the fiscal year ended May 31, 2008 compared to $344,686 for the same period in the previous fiscal year. The decrease in revenue was primarily due to a lack of sales over the internet as management determined not to focus marketing efforts on the internet sales, but instead focused on marketing the franchise division.

Cost of Sales & Gross Profit

For the nine months ended February 29, 2008, cost of sales decreased by $8,875 compared to the nine months ended February 28, 2007.The decrease is related to the decrease in sales.

For the nine months ended February 29, 2008 gross profit decreased by $50,750 compared to the nine months ended February 28, 2007. This decrease is primarily related to the decrease in sales, and an increase in the stock and freight charges.

Expenses

There was an increase of $712,761 in general and administrative expenses for the first nine months of the fiscal year ending May 31, 2008 compared to the first nine months of the fiscal year ending May 31, 2007. This increase primarily is due to the opening of the franchise sales division Sandstrom OnTV as the Company incurred an increase in wages and salaries, promotional expenses, and professional fees associated with the opening of the franchise sales division.

Net Loss

Our net loss for the first nine months of the fiscal year ended May 31, 2008 was $1,019,330 compared to a net loss of $239,045 for the first nine months of the fiscal year ended May 31, 2007. The increase in the net loss is primarily due to the opening of the franchise sales division, Sandstrom OnTv, and the expenses incurred in relation to the opening of the same, with out any offsetting income as there have not been any franchise sale to date. The costs incurred have been in relation to set up fees such as training manuals, legal fees associated with preparing the Uniform Franchise Offering Circular, as well as wages and salaries and other operating expenses.

Dividends

There are no restrictions in the Company’s articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	The Company would not be able to pay its debts as they become due in the usual course of business; or

	2.	The Company total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

The Company has not declared any dividends and does not plan to declare any dividends in the foreseeable future.

Need for Additional Capital

We cannot guarantee that we will be successful in our business operations. The Company’s business is subject to risks inherent in the establishment of a new business enterprise. See Risk Factors below.

The Company has no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, the Company may not be unable to continue, develop or expand operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Financial Condition

The Company had cash on hand of $42,750 as of February 29, 2008. The Company has not attained profitable operations and is dependent upon obtaining additional financing. For these reasons our auditors have stated in their report that they have substantial doubt that we will be able to continue as a going concern.

The financial statements accompanying this quarterly report contemplate the Company’s continuation as a going concern. However, the Company has sustained substantial losses. Additional funding will be necessary to continue development and marketing of our products. The Company intends to arrange for the sale of additional shares of our common stock to obtain additional operating capital for at least the next twelve months. Additionally, the Board of Directors has determined that it is in the best interest of the Company to spin off the Sandstrom OnTV subsidiary, and through the spin-off hopes to recover the amounts previously advanced to the subsidiary.

Off- Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are based on accounting principles generally accepted in the United States of America, many of which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operation.

Revenue recognition . We recognize revenue at the point of sale at our retail stores, at our tradeshows and over the Internet. We do not carry any accounts receivable and all sales are final. No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Merchandise inventories . We record inventory at lower of cost (first-in, first-out method) or market value. We reduce the carrying value of our inventory for estimated obsolescence or unmarketable inventory by an amount equal to the excess of the cost of inventory over the estimated market value based upon

assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional reserves may be required.

Income taxes . The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Stock Based Compensation: The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation . In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely: employees/directors and non-employees/directors. The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory. The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold. The compensatory stock is calculated and recorded at the securities’ fair value at the time the stock is given. SFAS 123 also provides that stock compensation paid to non-employees be recorded with a value which is based upon the fair value of the services rendered or the value of the stock given, whichever is more reliable. The Company has selected to utilize the fair value of the stock issued as the measure of the value of services obtained.

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Quarterly Report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Our accountants believe there is substantial doubt about our ability to continue as a going concern.

The Company incurred losses in the approximate amount of $2,016,000 for the period from inception to February 29, 2008. Net loss from operations for the nine months ended February 29, 2008 was $1,019,330.

The Company will require additional financing if the costs of our operations are greater than anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. The Company’s future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our business. Obtaining additional financing would be subject to a number of factors. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company.

Since this is a new business, we face a high risk of business failure due to our inability to predict the success of our business

The Company faces a high risk of business failure because of the unique difficulties and uncertainties inherent in new ventures.

Potential investors should be aware of the difficulties normally encountered by commencing a new business venture and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the business the Company plans to undertake.

Our stock is a “penny stock”, with the result that trading of our common stock in any secondary market may be impeded.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as it is subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

FORWARD LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-QSB that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that these forward-looking statements that are not historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

Seasonality

The Company's sales are quite seasonal, increasing with the shopping trends associated with the retail industry of sales peaking during the holiday season. In the past year, a substantial portion of our total revenues and all or most of our earnings came in the first quarter ending February 28. The results of operations for this quarterly period are not necessarily indicative of the results for the full fiscal year.

ITEM 3. CONTROLS AND PROCEDURES

An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Principal Accounting Officer concluded that those disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings and to Management’s knowledge, no such proceedings are threatened or contemplated.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

During the nine months ended February 29, 2008, the Company sold 1,817,600 common shares at 0.25 per share to investors pursuant to a private offering. We received net proceeds of $459,649 and used those funds primarily for operating expenses including expenses related to the franchise development division.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

N/A

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

No matters were submitted to the Company’s security holders for a vote during the period ended February 29, 2008.

ITEM 5. OTHER INFORMATION

N/A

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

31		Certification of Quarterly report on form 10Q SB, Chief Executive and Financial Officer

32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Executive and Financial Officer

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.