UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q




[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2011



[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number: 000-33251

NEWPORT DIGITAL TECHNOLOGIES, INC.

(Formerly: International Food Products Group, Inc.)

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




Nevada	33-0903004
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

620 Newport Center Drive, Suite 570 Newport Beach, California 92660

(Address of principal executive offices)

(~~800~~949) ~~671~~219-~~9582~~0530

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (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 x [X] No ¨ [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company x[X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~April~~November 112, 2011, the issuer had 1,~~746~~786,~~132~~755,~~286~~341 shares of its common stock issued and outstanding and 16,000,000 shares of its preferred stock issued and outstanding.

1NEWPORT DIGITAL TECHNOLOGIES, INC.

(a Development Stage Company)

FORM 10-Q

For the Quarterly Period Ended September 30, 2011

INDEX


PART I	Financial Information	3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14

PART II	Other Information	16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
Signatures		19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NEWPORT DIGITAL TECHNOLOGIES, INC.

F/K/A International Food Products Group, Inc.

(a Development Stage Company)

Balance Sheets

		(Unaudited)
	September 30, 2011			June 30, 2011
	March 31, 2011		June 30, 2010
Current Assets	(Unaudited)
Current Assets
Cash	$	556		$	10,030
Cash	$	15,232	$	2,965
Inventory		22,800			22,800
Inventory		228,880		101,636
Total Current Assets		23,356			32,830
Prepaid expenses and deposits		-		179,448
Total assets	$	23,356		$	32,830
Total Current Assets		244,112		284,049
Liabilities and Shareholders’ Equity (Deficit)
Total assets	$	244,112	$	284,049
Current Liabilities
Liabilities and Shareholders’ Equity (Deficit)
Trade accounts payable	$	80,531		$	106,662
Current Liabilities
Other accrued expenses		584,446			539,446
Trade accounts payable	$	120,290	$	133,334
Notes payable – related parties		966,153			966,153
Other accrued expenses		524,446		334,161
Note payable – third party		316,045			316,045
Notes payable – related parties		966,854		1,022,904
Total current liabilities		1,947,175			1,928,306
Note payable – third party		316,045		316,045
Shareholders’ Equity (Deficit):
Total current liabilities		1,927,635		1,806,444
Preferred Stock $.001 par value, 16,000,000 authorized and issued		16,000			16,000
Commitments and contingencies		-		-
Common stock: $.001 par value; 1,800,000,000 shares authorized;
Shareholders’ Equity (Deficit):
1,786,755,341 and 1,770,755,341, issued and outstanding, respectively		1,786,757			1,770,757
Preferred Stock $.001 par value, 16,000,000 authorized and issued @.001 par value		16,000		16,000
Common stock subscribed		169,746			179,746
Common stock: $.001 par value; 1,800,000,000 shares authorized;
Additional paid-in capital		19,769,703			19,738,703
1,746,132,286 and 1,390,302,001, issued and outstanding		1,746,132		1,390,303
Deficit accumulated during development stage		(12,180,614)			(12,115,271)
Common stock subscribed		119,746		1,255,274
Accumulated deficit		(11,485,411)			(11,485,411)
Additional paid-in capital		19,598,028		17,670,381
Total shareholders’ equity (deficit)		(1,923,819)			(1,895,476)
Deficit accumulated during development stage		(11,678,018)		(10,368,942)
Total liabilities and shareholders’ equity (deficit)	$	23,356		$	32,830
Accumulated deficit		(11,485,411)		(11,485,411)
Total shareholders’ equity (deficit)		(1,683,523)		(1,522,395)
Total liabilities and shareholders’ equity	$	244,112	$	284,049

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

NEWPORT DIGITAL TECHNOLOGIES, INC.

F/K/A International Food Products Group, Inc.

(a Development Stage Company)

Statements of Operations

(Unaudited)

		For the nine months ended March 31,				For the three months ended March 31,				July 1, 2008 (Inception of development stage) through March 31,
		For the three months ended September 30,					July 1, 2008 (Inception of development stage) through September 30, 2011
		2011		2010		~~2011~~		~~2010~~		~~2011~~
Gross sales	$	~~8,400~~-	$	--	$	~~8,400~~$	$14,116	--	$	~~8,400~~
Less: returns, discounts and allowances		--		--		~~4,716~~	4,716	--		~~4,716~~
Net sales		~~8,400~~-		--		~~3,684~~	9,400	--		~~8,400~~
Cost of goods sold		~~5,852~~-		--		~~2,252~~	7,855	--		~~5,852~~
Gross profit		~~2,548~~-		--		~~1,432~~	1,545	--		~~2,548~~
Research and development		~~46,600~~-		~~74,055~~-		--	1,322,599	~~9,992~~		~~1,327,574~~
General and administrative expenses		1,250,117		10,615,387		61,157		2,969,767		10,552,408
Inventory impairment		-		-			204,434
Total operating expenses		1,296,717		10,689,442		61,157		2,979,759		11,879,982
General and administrative expenses		83,913		787,835			10,873,112
Loss from continuing operations		(1,294,169)		(10,689,442)		(59,725)		(2,979,759}		(11,877,434)
Total operating expenses		83,913		787,835			12,400,145
Other income (expense)
Loss from operations		(83,913)		(787,835)			(12,398,600)
Interest expense		(14,907)		--		--		--		(59,332)
Other income (expense)
Debt forgiveness		--		--		--		--		258,748
Interest expense		-		(14,907)			(59,332)
Total other income (expense)		(14,907)		--		--		--		199,416
Debt forgiveness		18,570		-			277,318
Loss before provision for income taxes		(1,309,076)		(10,689,442)		(59,725)		(2,979,759)		(11,678,018)
Total other income (expense)		18,570		(14,907)			217,986
Provision for income taxes		--		--		--		--		--
Net loss	$	(65,343)	$	(802,742)		$	(12,180,614)
Net loss	$	(1,309,076)	$	(10,689,442)	$	(59,725)	$	(2,979,759)	$	(11,678,018)
Net loss per share, basic and diluted:	$	(0.00)	$	(0.00)
Net loss per share, basic and diluted:
Shares used in per-share calculation, basic and diluted		1,783,929,254		1,448,140,018
From continuing operations	$	(0.00)	$	(0.01)	$	(0.00)	$	(0.00)
Supplemental Schedule of Non-cash investing and financing Activities
Shares used in per-share calculation, basic and diluted		1,610,856,127		1,309,814,001		1,707,998,300		1,329,936,001
Issuance of common shares for prepaid services	$	-	$	161,681		$	3,757,179
The accompanying notes are an integral part of the financial statements

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

NEWPORT DIGITAL TECHNOLOGIES, INC.

F/K/A International Food Products Group, Inc.

(a Development Stage Company)

Statements of Cash Flows

(Unaudited)

						July 1, 2008
						(inception of
						development
		For the nine months ended March 31,				stage through
		2011		2010		March 31, 2011)
Cash flows (used by ) operating activities:
Net loss	$	(1,309,076)	$	(10,689,442)	$	(11,678,018)
Adjustments to reconcile net loss to net cash
used by operating activities
Shares issued for services and debt		296,976		8,082,206		3,892,474
Decrease (increase) in assets:
Inventory		(127,244)		(39,800)		(228,880)
Prepaid expenses		179,448		739,442		843,648
Increase (decrease) in liabilities:
Accounts payable		(13,044)		--		66,092
Accrued expenses		190,285		368,268		373,835
Net cash provided by (used in) operating activities		(782,655)		(1,539,325)		(6,730,849)
Cash flows from investing activities		--		--		--
Cash flows provided by financing activities
Bank overdraft		--		13,975		--
Proceeds from related party		31,950		--		934,866
Payments on related party note payable		(88,000)		--		(88,000)
Proceeds from notes payable		--		631,716		235,545
Proceeds from subscribed common stock		850,972		649,900		5,130,746
Proceeds from sale of common stock		--		43,000		531,172
Net cash provided by financing activities		794,922		1,338,591		6,744,329
Net increase (decrease) in cash		12,267		(200,735)		13,480
Cash at beginning of year		2,965		209,475		1,752
Cash at end of year	$	15,232	$	8,740	$	15,232
Supplemental Disclosures of Cash Flow Information
Interest paid to third parties	$	--	$	--	$	--
Income taxes paid	$	--	$	--	$	--
Supplemental Schedule of Non-cash investing and financing Activities
Issuance of common shares for prepaid services	$	161,681	$	8,082,206	$	3,757,179
The accompanying notes are an integral part of the financial statements

NEWPORT DIGITAL TECHNOLOGIES, INC.

F/K/A International Food Products Group, Inc.

(a Development Stage Company)

Statement of Shareholders’ Equity (Deficit)

(Unaudited)

								Deficit
								Accumulated
	Preferred Stock		Common Stock		Common Stock	Additional Paid-in	Accumulated	During Development
	Shares	Amount	Shares	Amount	Subscribed	Capital	Deficit	Stage	~~Total~~	Total
Balance, June 30, 2007	--	$ --	414,363,501	$ 414,364	$ --	$ 9,966,550	$ (10,156,074)	$ --	~~$ 224,840~~	$ 224,840
Shares issued for cash	--	--	8,405,000	8,405	--	55,595	--	--	~~64,000~~	64,000
Shares issued for cash	--	--	59,200,000	59,200	--	406,400	--	--	~~465,600~~	465,600
Preferred stock issued	16,000,000	16,000	--	--	--	64,000	--		~~80,000~~	80,000
Net loss for the year	--	--	--	--	--	--	(1,329,337)	--	~~(1,329,337)~~	(1,329,337)
Balance, June 30, 2008	16,000,000	16,000	481,968,501	481,969	--	10,492,545	(11,485,411)	--	~~(494,897)~~	(494,897)
Shares issued for cash	--	--	29,000,000	29,000	--	502,172	--	--	~~531,172~~	531,172
Shares issued for services	--	--	43,750,000	43,750	--	1,273,500	--	--	~~1,317,250~~	1,317,250
Cash received for stock subscription	--	--	--	--	2,957,500	--	--	--	~~2,957,500~~	2,957,500
Net loss for the year	--	--	--	--	--	--	--	(3,775,709)	~~(3,775,709)~~	(3,775,709)
Balance, June 30, 2009	16,000,000	16,000	554,718,501	554,719	2,957,500	12,268,217	(11,485,411)	(3,775,709)	~~535,317~~	535,317
Shares issued for services	--	--	325,782,000	325,782		2,887,466	--	--	~~3,213,248~~	3,213,248
Cash received for stock subscription	--	--	--	--	1,322,274	--	--	--	~~1,322,274~~	1,322,274
Shares issued for subscriptions received	--	--	509,801,500	509,802	(3,024,500)	2,514,698	--	--	--	--
Net loss for the year	--	--	--	--	--	--	--	(6,593,233)	(6,593,233)
Net loss for the year ended June 30, 2010	--	--	--	--	--	--	--	(6,593,233)		(6,593,233)
Balance, June 30, 2010	16,000,000	16,000	1,390,302,001	1,390,303	1,255,274	17,670,381	(11,485,411)	(10,368,942)	~~(1,522,395)~~	(1,522,395)
Stock issued for services (unaudited)	--	--	176,644,238	176,644	--	878,333	--	--	1,054,977
Stock issued for services	--	--	87,124,437	87,125	--	335,151	--	--		422,276
Stock issued to satisfy subscriptions received (unaudited)	--	--	179,186,047	179,185	(1,986,500)	1,049,314	--	--	(758,000)
Common stock subscriptions received (unaudited)	--	--	--	--	850,972	--	--	--	850,972
Net loss for the quarter ended March 31, 2011 (unaudited)	--	--	--	--	--	--	--	(1,309,076)	(1,309,076)
Balance, March 31, 2011 (unaudited)	16,000,000	$ 16,000	1,746,132,286	$1,746,132	$ 119,746	$19,598,028	$(11,485,411)	$(11,678,018)	$(1,683,523)

The accompanying notes are an integral part of the financial statements


Stock issued to satisfy subscriptions received	--	--	293,328,903	293,329	(2,026,500)	1,733,171	--	--		--
Common stock subscriptions received	--	--	--	--	950,972	--	--	--		950,972
Net loss for the year ended June 30, 2011	--	--	--	--	--	--	--	(1,746,329)		(1,746,329)
Balance, June 30, 2011	16,000,000	16,000	1,770,755,341	1,770,757	179,746	19,738,703	(11,485,411)	(12,115,271)		(1,895,476)
Stock issued for services (unaudited)	--	--	10,000,000	10,000	--	7,000	--	--		17,000
Cash received for stock subscription (unaudited)	--	--	--	--	20,000	--	--	--		20,000
Stock issued to satisfy subscriptions received (unaudited)	--	--	6,000,000	6,000	(30,000)	24,000	--	--		-
Net loss for the period ended September 30, 2011 (unaudited)	--	--	--	--	--	--	--	(65,343)	(65,343)
Balance, September 30, 2011 (unaudited)	16,000,000	$ 16,000	1,786,755,341	$1,786,757	$ 169,746	$19,769,703	$(11,485,411)	$(12,180,614)		$(1,923,819)

The accompanying notes are an integral part of the financial statements

NEWPORT DIGITAL TECHNOLOGIES, INC.

F/K/A International Food Products Group, Inc.

(A Development Stage Company)

Notes to the Financial Statements

As of ~~March~~September 3130, 2011

NOTE 1. - Summary of Significant Accounting Policies

Company Overview

On March 30, 2009 a Special Meeting of the Company’s shareholders was held and a majority vote of shareholders approved a name change of the Company to Newport Digital Technologies, Inc. In addition, the number of authorized shares of the Company’s $.001 par value common stock was increased from 600,000,000 shares to 1,800,000,000 shares.

The Company, during the past two years has continued to broaden its scope of business, leaving the food processing business behind, and devoting all of its resources and attention to developing a technology marketing and distribution business. As a result, it should be considered a development stage company, and has yet to realize significant revenues in its redirected business.

The Company has underway, the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company has developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

Revenue Recognition

The Company recognizes revenue in accordance with ~~SEC Staff Accounting Bulletin (“SAB”) No. 104, “~~Revenue Recognition~~. SAB~~ ~~No.~~ASC ~~104~~605-15-25 which requires that four basic criteria must be met before revenue can be recognized. (1) ~~Persuasive~~persuasive evidence of an arrangement exists; (2) title has transferred; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded.

Cash

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of September 30, 2011 or June 30, 2011.

The Company has no requirement for compensating balances.

Trade Accounts Receivable

The Company intends and has the ability to hold trade accounts receivable until they are paid. Trade accounts receivable are reported at their outstanding principal amount less any charge offs and an allowance for doubtful accounts. When a trade account receivable is deemed uncollectible, the balance is charged off against the allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company's historical loss experience. Recoveries of trade accounts receivable that have been previously charged off are recorded when received as a reduction in bad debt expense in the year of collection. The Company determines trade accounts receivable delinquency based on contractual terms of the specific trade account receivable. The Company's policy for determining past due is 60 days past agreed upon payment terms. As of ~~March~~September 3130, 2011 and June 30, ~~2010~~2011, the Company had accounts receivable of $0 and $0, respectively.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin. Inventory consists of finished products.

Prepaid Expenses

Prepaid expenses represent expenses paid prior to the receipt of the related goods or services and consist primarily of prepaid legal fees.

Research and Development

Research and development expenses for new products are expensed as they are incurred. ~~Expenses for new product development totaled $-0- and $46,600 for the three and nine months ended March 31, 2011 and $9,992 and $74,055 for the three and nine months ended March 31, 2010.~~

Fair Value of Financial Instruments

ASC Topic 825, formerly Statement of Financial Accounting Standards (“SFAS”) No. 107: Disclosures About Fair Value of Financial Instruments, requires management to disclose the estimated fair value of certain assets and liabilities defined as financial instruments. Financial instruments are generally defined by as cash and cash equivalents, evidence of ownership interest in equity, or a contractual obligation that both conveys to one entity a right to receive cash or other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity.

At March 31, 2011 and June 30, 2010, the Company’s financial instruments are cash and cash equivalents, accounts payable-trade, accrued liabilities and notes payable. The recorded values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of the notes payable approximates the fair value, as interest approximates market rates.

Income Taxes

Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and/or liabilities are classified as current and noncurrent based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company currently has net operating loss ("NOL") carry forwards that can be utilized to offset future income for federal and state tax purposes. The NOL's generate a significant deferred tax asset. However, the Company has recorded a valuation allowance against this deferred tax asset as it has been determined that it is more likely than not that the Company will not generate future income that the NOL's could offset.

Stock Based Compensation

We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation which requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. Under FASB ASC 718 we are required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 718, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.

~~Advertising~~Loss ~~Costs~~per Share

~~Advertising~~Basic ~~costs~~and ~~are~~diluted ~~expensed~~loss asper ~~incurred.~~common ~~Advertising~~share ~~costs~~has ~~during~~been computed by dividing the ~~nine~~loss ~~months~~available ~~ended~~to ~~March~~common ~~31,~~shareholders ~~2011~~by ~~and~~the ~~2010~~weighted-average ~~were~~number ~~$2,100~~of ~~and~~common ~~$0,~~shares ~~respectively~~outstanding.

7The effect of any potentially dilutive securities was not included in the computation of diluted loss per share, because to do so would have been anti dilutive for the two periods presented.

Interest Expense

Interest expense, including loan fees paid through the issuance of shares of the Company’s common stock; relate to borrowings, is expensed in the period it which it is incurred or the stock is issued.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. The most significant assumption that has been made by management with regards to the preparation of their financial statements is the valuation allowance that has been established for the deferred income tax asset and the valuation of share-based compensation. Changes in this and other estimates as well as the assumptions involved in the preparation of the financial statements are considered reasonably possible and may have a material impact on the financial statement

2. New Accounting Pronouncements

In ~~February~~October ~~2010,~~2011 the ~~FASB~~Accounting ~~issued~~Standards ~~ASU~~Update No. ~~2010~~2011-0908, ~~“Subsequent~~Intangibles ~~Events~~- ~~(ASC~~Goodwill and Other (Topic ~~855~~350): ~~“Amendments~~Testing Goodwill for impairment. This ASU's objective is to ~~Certain~~simplify ~~Recognition~~the ~~and~~process ~~Disclosure~~of ~~Requirements”~~performing ~~(“ASU~~impairment Notesting for Goodwill. ~~2010-09”~~With this update a company is allowed to asses qualitative factors, first, to determine if it is more likely than not (greater than 50%). ~~ASU~~that Nothe FV is less than the carrying amount. ~~2010~~This would be done, prior to performing the two-09step ~~requires~~goodwill animpairment ~~entity~~testing, ~~that~~as isprescribed anby ~~SEC~~Topic ~~filer~~350. Prior to ~~evaluate~~this ~~subsequent~~ASU, ~~events~~all ~~through~~entities were required to test, annually, their good will for impairment by Step 1 - comparing the ~~date~~FV ~~that~~to the ~~financial~~carrying ~~statements~~amount, ~~are~~and ~~issued~~if impaired, then step 2 - calculate and ~~removes~~recognize the ~~requirement~~impairment. ~~for~~Therefore, anare ~~SEC~~gained ~~filer~~by tonot ~~disclose~~requiring afair ~~date~~value measurement, inuntil ~~both~~the ~~issued~~"more likely than not" reasonableness test is concluded. Effective for annual and ~~revised~~interim ~~financial~~goodwill ~~statements~~impairment tests performed for fiscal years beginning after December 15, ~~through~~2011. ~~which~~The adoption did not have an impact on the ~~filer~~Company’s ~~had~~financial ~~evaluated~~position ~~subsequent~~and ~~events.~~results of operations.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.

In October 2009, the FASB issued SFAS No. 166, “Accounting For Transfers of Financial Assets -- An Amendment Of FASB Statement No. 140” ("SFAS 166") [ASC860], which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009.

In October 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” ("SFAS 167") [ASC 810-10], which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company's involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 — Generally Accepted Accounting Principles — amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after December 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for us in the second quarter of fiscal 2010, and accordingly, this Registration Statement and all subsequent public filings will reference the Codification as the sole source of authoritative literature.

~~The~~In ~~Company~~May ~~has~~2011 ~~implemented~~the ~~all~~Accounting ~~new~~Standards ~~accounting~~Update ~~pronouncements~~(Update) ~~that~~No. ~~are~~2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in ~~effect~~U. ~~These~~S. ~~pronouncements~~GAAP ~~did~~and ~~not~~IFRSs. ~~have~~This ~~any~~ASU ~~material~~clarifies ~~impact~~the onboard's ~~the~~intent ~~financial~~of ~~statements~~current ~~unless~~guidance, ~~otherwise~~modifies ~~disclosed~~and changes certain guidance and principles, and adds additional disclosure requirements concerning the ~~Company~~3 ~~does~~levels ~~not~~of ~~believe~~fair ~~that~~value ~~there~~measurements. Specific amendments are ~~any~~applied ~~other~~to ~~new~~FASB ~~accounting~~ASC ~~pronouncements~~820-10-35, ~~that~~Subsequent ~~have~~Measurement ~~been~~and ~~issued~~FASB ~~that~~ASC ~~might~~820-10-50, ~~have~~Disclosures. aEffective ~~material~~dates are for interim and annual periods beginning after December 15, 2011. The adoption did not have an impact on ~~its~~the Company’s financial position orand results of operations.

3In December 2010, the FASB Accounting Standards Update 2010-29 Business Combinations Topic 805, which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. ~~Equipment~~ The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. Effective for 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, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.

Equipment consisted of the following as of March 31, 2011:
Computer Equipment	$	35,090
Furniture and fixtures		2,424
		37,514
Less: accumulated depreciation		(37,514	)
Total equipment		-

Fair Value of Financial Instruments

~~Depreciation~~ASC ~~expense~~Topic ~~for~~820, ~~the~~“Fair ~~three~~Value Measurements and ~~nine~~Disclosures,” ~~months~~requires ~~ended~~disclosure ~~March~~of 31the fair value of financial instruments held by the Company. ASC Topic 825, ~~2011~~“Financial Instruments,” defines fair value, and ~~2010~~establishes ~~was~~a $0three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The ~~Equipment~~carrying ~~was~~amounts ~~fully~~reported ~~depreciated~~in atthe ~~June~~balance ~~30,~~sheets ~~2006~~for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

4· Level 1. ~~Accounts~~ ~~Payable~~Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

~~Included~~The infollowing ~~Accounts~~presents ~~Payable~~the isgross avalue ~~payable to a vendor~~ of ~~the~~assets ~~Company who supplied packaging for the Company's products during the period from fiscal year 2000 through fiscal year 2002~~ and ~~obtained~~liabilities ~~a judgment in the California Superior Court against the Company for the amounts due for the products~~ that were ~~provided~~measured and ~~court-awarded~~recognized ~~attorney’s~~at ~~fees.~~fair ~~This judgment awarded by the court to the vendor has been recorded, and a lien has been filed in the approximate amount of $130,000~~value.

~~5. Notes~~· ~~Payable~~Level 1: none · Level 2: none · Level 3: none

Note payable to a third party, uncollateralized with interest @10% due on demand, including interest	$	50,000
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		25,000
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2012. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		2,295
Note payable to an individual dated November 10, 2009, uncollateralized with interest due at 5% per month with a maturity date of November 11, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		113,750
Note payable to an individual dated December 24, 2009, uncollateralized with interest due at 5% per month with a maturity date of December 23, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		125,000
	$	316,045

At September 30, 2011 and June 30, 2011, the Company’s financial instruments are cash, accounts payable-trade, accrued liabilities and notes payable. The recorded values of cash and accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of the notes payable approximates the fair value, as interest approximates market rates.

Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest. @ 10% due on demand, including interest	$	961,450
Note payable to a related party who is an officer; the note is uncollateralized with interest @ 10% due on demand, including interest		5,404
	$	966,854

NOTE 2 – Inventory

In accordance with ASC 330-10-35, “Adjustment to Lower of Cost or Market” the Company determined that the value of its inventory had fallen below the cost at which it was recorded. As such the Company has written its entire inventory down to cost and has recorded a loss on impairment of $204,434 as of June 30, 2011.

NOTE 3 - Other Accrued Expenses

Included in Other Accrued Expenses is a payable to a vendor of the Company who supplied packaging for the Company's products during the period from fiscal year 2000 through fiscal year 2002 and obtained a judgment in the California Superior Court against the Company for the amounts due for the products that were provided and court-awarded attorney’s fees. This judgment awarded by the court to the vendor has been recorded, and a lien has been filed in the approximate amount of $130,000.

~~6. Deferred~~NOTE 4 ~~Income~~- Notes ~~Taxes~~Payable

~~Significant~~ Notes ~~components~~payable offor the ~~Company's~~periods ~~deferred~~ended ~~income tax assets and liabilities at March 31, 2011 and June 30, 2010~~ are as follows:

			March 31,			June 30,
		September 30, 2011			June 30, 2011
		2011			2010
Note payable to a third party, uncollateralized with interest @10% due on demand, including interest	$	50,000		$	50,000
Deferred income tax assets:
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		25,000			25,000
Net operating loss carry forward		$	6,564,304		$	6,119,219
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2012. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		2,295			2,295
Allowance and reserves			--			-
Note payable to an individual dated November 10, 2009, uncollateralized with interest due at 5% per month with a maturity date of November 11, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		113,750			113,750
Other			--			-
Note payable to an individual dated December 24, 2009, uncollateralized with interest due at 5% per month with a maturity date of December 23, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		125,000			125,000
Total deferred income tax asset			6,564,304			6,119,219
	$	316,045		$	316,045
Valuation allowance			(6,564,304	)		(6,119,219)
Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest. @ 10% due on demand, including interest	$	961,951		$	961,951
Net deferred income tax asset			-			-
Note payable to a related party; the note is uncollateralized with interest @ 10% due on demand, including interest		4,202			4,202
	$	966,153		$	966,153

In the second quarter of Fiscal year 2011 all of the note holders agreed to allow the company to cease accruing interest on their loans for an unspecified length of time, while the company redirected its focus and plan of operation.

NOTE 5 - Deferred Income Taxes

Significant components of the Company's deferred income tax assets and liabilities are as follows:


	September 30, 2011		June 30, 2011
Deferred income tax assets:
Net operating loss carry forward	$	6,735,188	$	6,712,971
Allowance and reserves		--		-
Other		--		-
Total deferred income tax asset		6,735,188		6,712,971
Valuation allowance		(6,735,188)		(6,712,971)

Net deferred income tax asset		-		-

The Company, based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.

Reconciliation of the effective tax rate to the U.S. statutory rate is as follows:

	March 31, 2011			June 30, 2010
	September 30, 2011			June 30, 2011
Tax benefit at U.S. statutory rate		(34.0)	%		(34.0.)	%
State tax provision		-			-
Other					-
Stock-based compensation		16.6			16.6
Change in valuation allowance		17.4			17.4
Effective income tax rate		0.0	%		0.0	%

The Company also has federal and state net operating loss carry forwards of approximately $22,~~300~~400,000. The federal net operating loss carry forwards will begin to expire in the years ~~2019~~2027.

~~7. Commitments~~NOTE 6 - Going Concern

The Company ~~rents~~has ~~its~~incurred ~~corporate~~net ~~office~~losses for the three months ended September 30, 2011 of $65,343, and has a retained deficit of $23,666,025, is in the development stage, and has minimal revenues. Our business plan calls for development, marketing and sale of cutting edge technology based products and services, developed based on the technology of our strategic partners. If we are unable negotiate favorable contracts for such technology with our partners, or if the products and services we choose to develop and market are not favorably received in the market place and do not generate significant sales and revenues at reasonable profit margins to us, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations. No assurances can be given that the Company will be able to raise the capital required to implement its business plan.. These factors raise substantial doubt about the Company’s ability to continue as a ~~month~~going concern. The financial statements do not include any adjustments that might be necessary if the company is unable to ~~month~~continue ~~basis~~as a going concern.

~~8. Going~~NOTE ~~Concern~~7 - Share-Based Compensation

~~The~~In ~~Company~~prior ~~has~~years, ~~incurred net losses for~~ the ~~nine~~Company ~~months~~granted ~~period~~options ~~ended~~to ~~March~~its ~~31,~~officers ~~2011 totaling $1,309,076,~~ and ~~has~~certain aconsultants. ~~retained~~No ~~deficit~~options ofwere ~~$23,163,429,~~granted isduring in the ~~development~~three ~~stage,~~months ~~and~~ended ~~has~~September ~~minimal revenues. Our business plan calls for development~~30, ~~marketing~~2011 ~~and~~or ~~sale~~the ofyear ~~cutting~~ended ~~edge~~June ~~technology~~30, ~~based~~2011. ~~products~~The ~~and~~Company ~~services,~~does ~~developed~~not ~~based~~have ona ~~the~~formal ~~technology~~plan offor ~~our~~granting ~~strategic partners~~options. If weAll ~~are~~options ~~unable~~granted ~~negotiate~~were ~~favorable~~fully ~~contracts~~vested ~~for~~at ~~such~~June ~~technology with our partners~~30, or2011 ~~if the products~~ and ~~services we choose to develop and market~~ are ~~not~~exercisable, ~~favorably~~upon ~~received~~proper ~~in the market place and do not generate significant sales and revenues at reasonable profit margins to us~~notice, wein ~~will~~whole ~~not be able to generate enough revenue to achieve and maintain profitability~~ or toin ~~continue~~part ~~our~~at ~~operations.~~any ~~No assurances can be given that the Company will be able to raise the capital required to implement its business plan~~time.. ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern.~~ The ~~financial~~options ~~statements~~granted dohave ~~not~~contractual ~~include~~lives ~~any~~ranging ~~adjustments~~from ~~that~~ten ~~might be necessary if the company is unable~~ to ~~continue~~sixteen ~~as a going concern~~years.

10Summary information about the Company's options outstanding all of which were exercisable at September 30, 2011:

9. Share-Based Compensation



			Weighted Average
	Shares		Exercise Price
Balance, June 30, 2010 and 2011		16,650,000	$	0.133
Granted		-		-
Exercised		-		-
Canceled		-		-
Exercisable at September 30, 2011		16,650,000	$	0.133

Summary information about the Company's options outstanding all of which are exercisable at September 30, 2011:

In prior years, the Company granted options to its officers and certain consultants. No options were granted during the nine months ended March 31, 2011 or the year ended June 30, 2010. The Company does not have a formal plan for granting options. All options granted were fully vested at June 30, 2010 and are exercisable, upon proper notice, in whole or in part at any time. The options granted have contractual lives ranging from ten to sixteen years.11

Summary information about the Company's options outstanding all of which were exercisable at March 31, 2011:




Stock Options Outstanding

		Weighted Average
Average Option		Remaining	Average
Exercise	Number	Contractual	Exercise
Price	Outstanding	Life	Price
$0.08	11,250,000	2.2	0.083
$0.25	5,400,000	4.9	0.25
	16,650,000

					Weighted Average
		Shares			Exercise Price
Balance, June 30, 2007			16,650,000		$	0.133
Granted			-			-
Exercised			-			-
Canceled			-			-
Balance, June 30, 2008			16,650,000			0.133
Granted			-			-
Exercised			-			-
Canceled			-			-
Balance, June 30, 2009 and 2010			16,650,000		$	0.133
Granted			-			-
Exercised			-			-
Canceled			-			-
Exercisable at March 31, 2011			16,650,000		$	0.133
Summary information about the Company's options outstanding all of which are exercisable at March 31, 2011:
Stock Options Outstanding
		Weighted Average
Average Option		Remaining		Average
Exercise	Number	Contractual		Exercise
Price	Outstanding	Life		Price
$0.08	11,250,000	3.2		0.083
$0.25	5,400,000	6.0		0.25
	16,650,000

The Company issues shares of its common stock to non-employees in payment for services provided, and issued shares to employees in satisfaction of accrued compensation. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.

The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur in accordance with guidance of section 505-50-30 of the FASB Accounting Standards Codification.

11NOTE 8 – Common Stock Transactions

10During the year ended June 30, 2008 the Company issued 67,605,000 shares of its common stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000. ~~Loss~~ ~~per~~The ~~Share~~shares were valued at their closing price on the date of issuance. The Company also issued 16,000,000 preferred shares to its President, a related party for accrued salary of $80,000.

Basic and diluted loss per common share has been computed by dividing the loss available to common shareholders by the weighted-average number of common shares.

The computations of basic and diluted loss per common share are as follows:

	For the Quarter Ended
	March 31, 2011		March 31, 2010
Loss per common share, basic and diluted:
Numerator:
Net loss available to common shareholders	$	(1,309,076)	$	(10,689,442)
Denominator:
Weighted average shares - basic and diluted		1,610,856,127		1,309,814,001
Loss per common share, basic and diluted	$	(0.00)	$	(0.01)

The effect of any potentially dilutive securities was not included in the computation of diluted loss per share, because to do so would have been antidilutive for the two periods presented.

11. Stock Transactions

During the year ended June 30, 2008 the Company issued 67,605,000 shares of its common stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000 The shares were valued at their value at the date of issuance. The Company also issued 16,000,000 preferred shares to its President, a related party for accrued salary of $80,000.

During the year ended June 30, 2009 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $1,317,250 and 29,000,000 shares for cash proceeds of $531,172. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $2,957,500 for common stock subscriptions.

During the year ended June 30, 2010 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $3,213,248. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $1,322,274 for common stock subscriptions.

During the ~~six~~year ~~months period~~ ended ~~March~~June 3130, 2011 the company issued 3,739,768 shares of its common stock for legal services valued at $25,681, ~~172~~83,~~904~~384,~~470~~669 shares of its common stock for consulting and other services valued at $1396,~~029,296~~595. The shares were valued at their closing price on the date of issuance. The Company issued ~~179~~293,~~186~~328,~~047~~903 shares of its common stock for common stock subscriptions received. The Company received $~~850~~955,972 in stock subscriptions.

12During the three months ended September 30, 2011 the Company issued 10,000,000 shares of common stock for services valued at $17,000 based on the closing price of $0. ~~Related~~0017 ~~Party~~on ~~Transactions~~the date of issuance. The Company also issued 6,000,000 shares for common stock subscriptions received and received $20,000 in new stock subscriptions.

~~There~~NOTE is9 a- ~~note~~Related ~~payable~~Party to a related party who is an officer, director and major shareholder; the note is uncollateralized with interest at 10% due on demand, including interest. The note payable balance was $961,450 at March 31, 2011 and $1,022,904 at June 30, 2010.Transactions

~~During~~There is a note payable to a related party who is an officer, director and major shareholder; the ~~quarter~~note is uncollateralized and due on demand. The note holder has agreed to change the ~~Company’s~~terms ~~CFO~~of ~~advanced~~the note to 0% interest. The note payable balance was $5961,~~403~~450 toat ~~pay~~September ~~for~~30, ~~certain~~2011 ~~company~~and ~~expenses.~~June 30, 2011.

~~13.~~During ~~Subsequent~~the ~~Events~~year ended June 30, 2011 a related party advanced $4,202 to pay for certain company expenses.

In accordance with Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events and has found none to report.

NOTE 10 - Subsequent Events

In accordance with Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events and has found none to report.

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

THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

~~Results~~The ofCompany ~~Operations~~is ~~for~~a ~~the~~development ~~nine~~stage ~~month~~company, ~~period~~and ~~ended~~has ~~March~~yet 31to realize revenues in its business, ~~2011~~which is that of developing, marketing and ~~2010~~selling cutting edge technology products and services.

~~Net~~From ~~Sales~~2009 through late 2010, The Company had underway the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company had during that time developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: ~~Net~~(1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions. In July, 2010, the Company has elected to narrow its initial focus on marketing and distributing only RFID and Digital Signage/LED lighting solutions and to hold off on initiating sales ~~for~~and marketing efforts on its WiMax and Security & Surveillance solutions. In early 2011, the ~~nine~~Company ~~months~~abandoned ~~ended~~its ~~March~~focus 31on the RFID market, ~~2011~~ finding that it did not have the capital or human resources to effectively compete in that market against other better financed, established companies, and ~~2010~~decided ~~were~~to $8further reduce its focus on the Digital Signage Market. Specifically,~~400~~ the Company is working to sell a network of digital signage kiosks and $0screens into retail stores that would enable manufacturers of consumer goods to advertize, ~~respectively~~market and promote their product in-store via interactive, digital signage solutions. WeBy June of 2011, the Company was engaged with national retail sales, marketing and merchandising company and had ~~one~~begun ~~sale~~market research and business development in this area of business. The Company is also engaged with a Major League Baseball Team, the ~~current~~San ~~period~~Diego asPadres, weto ~~are~~develop ~~gearing~~and updeploy certain digital signage solutions with ~~our~~the ~~new~~Padres’ ~~business~~Petco ~~plan~~Park baseball stadium. The Company has entered into a strategic joint venture agreement with Convergent Holdings, as described in this report, in order to design, instill and operated digital signage networks into retail stores.

~~Cost~~ Results of ~~Sales:~~Operations ~~The Cost of Sales~~ for the ~~nine~~three month period ended ~~March~~September 3130, 2011 and 2010 ~~was $5,852 and $0.~~

~~Research~~General &and ~~Development~~Administrative expenses: ~~R&D~~General ~~expense,~~and ~~which~~Administrative isexpenses ~~now engineering expense~~ for the ~~nine~~three month period ended ~~March~~September 3130, 2011, ~~was~~were $4683,~~600~~913 compared to $74787,~~055~~835 in the ~~prior~~same period in 2010. The decrease in expense is a direct result of the Company’s significant restructuring of its business, to now focus on the marketing and distribution of technology products and solutions.

~~General~~Liquidity and ~~Administrative~~Capital ~~expenses~~Resources: ~~General~~We ~~and~~have ~~Administrative~~experienced ~~expenses~~net ~~for~~losses ~~the~~of ~~nine month period ended March 31, 2011, were~~ $165,~~250,117~~343 ~~compared~~and to $10802,~~615,387~~742 infor the ~~same~~three ~~period~~months inended ~~2010. In~~September ~~order~~30, to2011 ~~restructure the new business it was imperative to increase consultants~~ and ~~professional~~2010, ~~fees in the prior year~~respectively. ~~The~~ ~~company~~At ~~hired~~September ~~high level~~30, ~~industry experts to operate the company; however~~2011, ~~officer~~we ~~salaries~~had ~~have~~$556 ~~been~~in ~~curtailed~~cash. ~~until~~As ~~the~~a ~~Company~~development ~~generates~~stage ~~revenues~~company ~~and~~in ~~profits,~~our ~~which~~new ~~decreased~~field ~~officer~~of ~~salaries to $84~~endeavor,~~368~~ ~~and~~we ~~office~~currently ~~salaries~~do tonot ~~$196,136. Investor~~have ~~relations decreased to $40,057. Also, legal was a~~ significant ~~expense~~revenue atproducing ~~$97~~operations,~~953~~ ~~in the transformation~~ and towe ~~prepare~~must ~~documentation~~sustain tooperations ~~increase~~through ~~company~~equity ~~capital. Travel~~and ~~was~~debt ~~$43,922~~financing.

~~Liquidity~~Since ~~and~~our ~~Capital~~adoption ~~Resources:~~of Weour ~~have~~new ~~experienced~~business ~~net~~plan ~~losses~~in July of $12008,~~309,076~~ we have financed cash flow requirements through the issuance of common stock for cash and ~~$10~~services and through loans. As we expand our operational activities,~~689,442~~ ~~for~~we will continue to experience net negative cash flows until we establish revenue producing operations with sufficient depth to offset our expenses. We hope to be able to obtain additional financing to fund operations through equity offerings and borrowings to the ~~nine~~extent ~~months~~necessary ~~ended~~to ~~March~~provide ~~31,~~the ~~2011~~necessary working capital to implement our business plan and ~~2010~~achieve positive cash flow. Financing may not be available, ~~respectively~~and, if available, it may not be available on acceptable terms. AtSuch ~~March~~financing 31it will likely have a negative impact on our financial condition and our shareholders. The sale of debt would, ~~2011~~among other things, weadversely ~~had~~impact ~~$15~~our balance sheet,~~232~~ inincrease our expenses and increase our cash flow requirements. AsThe asale ~~development~~of ~~stage~~equity ~~company~~could, independing ~~our~~on ~~new~~the ~~field~~terms of ~~endeavor~~its placement, among other things result in dilution to our shareholders. If we ~~currently~~are dounable ~~not~~to ~~have~~access ~~significant~~sufficient ~~revenue~~funds ~~producing~~when ~~operations~~needed, obtain additional external funding or generate sufficient revenue from the sale of our products and services, we ~~must~~could ~~sustain~~be ~~operations~~forced ~~through~~to ~~equity~~curtail ~~and~~or ~~debt~~possibly ~~financing~~cease operations.

Results of Operations for the three month period ended March 31, 2011 and 2010

Net Sales: Net sales for the three months ended March 31, 2011 and 2010 were $3,684 and $0, respectively. We had one sale in the current period as we are gearing up with our new business plan.

Cost of Sales: The Cost of Sales for the three month period ended March 31, 2011 and 2010 was $2,252 and $0.

Research & Development: R&D expense, which is now engineering expense for the three month period ended March 31, 2011, was $0 compared to $9,992 in the prior period.

General and Administrative expenses: General and Administrative expenses for the three month period ended March 31, 2011, were $61,157 compared to $2,969,767 in the same period in 2010. In order to restructure the new business it was imperative to increase consultants and professional fees in the prior year. The company hired high level, industry experts to operate the company; however officer salaries have been curtailed until the Company generates revenues and profits, which decreased officer salaries to $0 and office salaries to $39,000. Investor relations decreased to $37,547. Also, legal was a significant expense at $53,187 in the transformation and to prepare documentation to increase company capital. Travel was $24,654.

Liquidity and Capital Resources: We have experienced net losses of $59,725 and $2,979,759 for the three months ended March 31, 2011 and 2010, respectively. At March 31, 2011, we had $15,232 in cash. As a development stage company in our new field of endeavor, we currently do not have significant revenue producing operations, and we must sustain operations through equity and debt financing.

Since our adoption of our new business plan in July of 2008, we have financed cash flow requirements through the issuance of common stock for cash and services and through loans. As we expand our operational activities, we will continue to experience net negative cash flows until we establish revenue producing operations with sufficient depth to off set our expenses. We hope to be able to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide the necessary working capital to implement our business plan and achieve positive cash flow. Financing may not be available, and, if available, it may not be available on acceptable terms. Such financing it will likely have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity could, depending on the terms of its placement, among other things result in dilution to our shareholders. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products and services, we could be forced to curtail or possibly cease operations.

Plan of Operations

~~Beginning~~In early 2011, the Company abandoned its focus on the RFID market, finding that it did not have the capital or human resources to effectively compete in that market against other better financed, established companies, and decided to further reduce its focus on the ~~December~~Digital ~~2008~~Signage ~~quarter~~Market. Specifically, the Company ~~decided~~is working to ~~discontinue~~sell ~~all~~a ~~operations~~network of digital signage kiosks and screens into retail stores that would enable manufacturers of consumer goods to advertize, market and promote their product in-store via interactive, digital signage solutions. By June of 2011, the ~~food~~Company ~~industry~~was engaged with national retail sales, marketing and ~~devote~~merchandising ~~all~~company ofand ~~its~~had ~~resources~~begun market research and ~~attention~~business development in this area of business. The Company is also engaged with a Major League Baseball Team, the San Diego Padres, to ~~developing~~develop and deploy certain digital signage solutions with the Padres’ Petco Park baseball stadium. The Company has entered into a ~~technology~~strategic ~~business~~joint venture agreement with Convergent Holdings, as described below, in order to design, instill and operated digital signage networks into retail stores.

The Company entered into a strategic relationship for various technologies with the Institute for Information Industry (III) and The Industrial Technology Research Institute (ITRI) in Taiwan. III and ITRI were established in 1979 as quasi-governmental organizations, jointly sponsored by the Taiwan government and prominent private enterprises, for the purpose of strengthening the developments of information industry in Taiwan. Specifically, this relationship allows our Company to develop, license and sell technology developed by III and ITRI, and customized to our customers’ specifications into the U.S. and international markets. The Company has elected to initially work with the III and ITRI in developing and marketing wireless technologies in RFID, WiMAX, Voice Over Internet Protocol (VOIP), digital signage and LED lighting, and security and surveillance technology markets. However, over the past several months, the Company has elected to focus its efforts on developing, marketing and selling primarily digital signage and LED lighting and on RFID technology. While the Company still has access and the ability to market and sell WiMAX, VoIP and security and surveillance technology, because of limited capital resources, it is choosing not to at this time.13

InThis ~~addition,~~development ~~the~~led ~~Company has created a new division that leverages~~ the Company’s ~~resources in Asia~~ to ~~help~~establish ~~small~~a tojoint ~~mid-size~~venture ~~U.S.~~with ~~based~~TechVentures ~~companies~~Capital ~~engineer,~~Investment ~~source~~Corp and ~~manufacture~~at ~~technology~~the ~~solutions. The~~same ~~Company~~time isbecame ~~currently~~an ~~working~~authorized ~~with~~LG ~~its~~Electronics ~~first~~commercial ~~customer~~display toreseller ~~develop,~~in ~~source,~~an ~~manufacture~~effort ~~and~~to ~~sell~~overcome apricing ~~customized~~issues, ~~technology solution that our client company will resell~~ to ~~its~~offer ~~existing~~branded ~~and~~digital ~~potential~~signage ~~customer~~solutions ~~base. This~~in ~~division~~an isattempt ~~not constrained by market segment and will seek~~ to ~~opportunistically~~compete ~~leverage its engineering and manufacturing relationships and resources~~ in ~~Taiwan~~the ~~and~~digital ~~Asia~~signage ~~to generate revenue~~market.

~~Radio-frequency~~From ~~identification~~June ~~(RFID)~~2011 isuntil ~~the use of an RFID tag applied to or incorporated into a product~~today, ~~animal, or person for~~ the ~~purpose~~Company ofhas ~~identification~~been ~~and~~attempting ~~tracking~~to ~~using~~leverage ~~radio~~its ~~waves. Most~~status ~~RFID~~as ~~tags~~an ~~contain~~authorized atLGE ~~least~~reseller ~~two~~in ~~parts.~~order ~~One~~to issell andigital ~~integrated~~signage ~~circuit~~into ~~for~~the ~~storing and processing information~~hospitality, ~~modulating~~health ~~and demodulating a radio-frequency (RF) signal~~care, and ~~other~~sports ~~specialized functions. The second is an antenna for receiving~~ and ~~transmitting~~entertainment ~~the signal~~markets. ~~There~~Thus ~~are~~far, ~~generally~~the ~~two~~Company ~~types~~has ofdetermined ~~RFID~~that ~~tags:~~digital ~~active RFID tags~~signage, ~~which~~branded ~~contain~~or ~~a battery and can transmit signals autonomously~~otherwise, ~~and~~has ~~passive~~fast ~~RFID~~become ~~tags,~~a ~~which~~commodity ~~have~~product nowith ~~battery~~tremendous competition and ~~require~~very anlittle ~~external~~gross ~~source~~profit ~~to provoke signal transmission~~margins. ~~The~~Management ~~tags~~does ~~are~~not ~~read~~believe byit ~~specialized~~can ~~RFID~~compete ~~readers. NDT~~effectively ~~and~~by ~~III/ITRI’s~~selling ~~RFID~~digital ~~readers~~signage hardware and ~~tags~~has ~~are~~begun, ~~intended~~in ~~for~~September ~~enterprise~~2011, ~~supply~~to ~~chain~~focus ~~management~~its ~~and~~efforts ~~asset~~on ~~tracking~~selling todigital ~~improve~~signage ~~the~~network ~~efficiency~~solutions ofinto ~~inventory~~targeted ~~tracking~~retail ~~and management~~stores.

~~WiMAX~~In September, ~~meaning Worldwide Interoperability for Microwave Access~~2011, isthe aCompany ~~telecommunications~~announced ~~technology~~ that ~~provides~~we ~~wireless~~have ~~transmission~~entered ofinto ~~data~~a ~~using~~strategic abusiness ~~variety~~agreement ofwith ~~transmission~~Convergent ~~modes~~Holdings, ~~from point-to-multipoint links to portable and fully mobile internet access~~Inc., ~~The~~a technology ~~provides~~driven ~~broadband~~company ~~speed~~with ~~without~~expertise ~~the~~in ~~need for cables. The name "WiMAX" was created by the WiMAX Forum~~wireless, aninteractive ~~inter-industry~~digital ~~and~~signage ~~independent group~~solutions, ~~which was formed~~ in ~~June~~order ~~2001~~ to ~~promote~~advance ~~conformity~~our ~~and~~digital ~~interoperability~~signage ofprojects with the ~~standard.~~San ~~The~~Diego ~~forum~~Padres ~~describes~~PetCo ~~WiMAX~~Park as "awell ~~standards-based~~as ~~technology enabling~~ the ~~delivery~~deployment of ~~last~~retail ~~mile~~in-store ~~wireless~~digital ~~broadband~~signage ~~access~~networks ascurrently anunder ~~alternative to cable and DSL”~~development.

~~Voice~~The ~~Over~~Company ~~Internet~~has ~~Protocol~~developed ora ~~VOIP~~joint isventure anwith IPConvergent ~~telephony~~and ~~term~~Convergents’ ~~for~~Founder aand ~~set~~CEO, ofBrooks ~~facilities~~Pickering. ~~used~~He has agreed to ~~manage~~join the ~~delivery~~Company ofas ~~voice~~a ~~information~~strategic ~~over~~advisor to provide end-to-end interactive digital signage solutions design and deployment experience and expertise to the ~~Internet~~Company’s clients. Mr. ~~VoIP~~Pickering ~~involves~~was ~~sending~~recently ~~voice~~the ~~information~~advisor into ~~digital~~Deutsche ~~form~~Bank in ~~discrete~~designing ~~packets~~and ~~rather~~deploying ~~than~~all byguest ~~using~~experience technologies at the ~~traditional~~recently ~~circuit-committed~~opened ~~protocols~~$3 billion Cosmopolitan of Las Vegas, a project that included: first-of-its-kind interactive room control, specialized projection systems, and the ~~public~~largest ~~switched~~high-definition ~~telephone~~LCD ~~network~~video ~~(PSTN)~~installation in the world. The ACompany ~~major~~believes ~~advantage~~that ofis ~~VoIP~~now has a resource partner to develop and ~~Internet~~deploy ~~telephony~~unique, isintegrated ~~that~~interactive digital signage solutions to it ~~avoids~~customers. We ~~the~~believe ~~tolls~~that ~~charged~~because byof ~~ordinary~~some ~~telephone~~of ~~service.~~Convergents’ unique, proprietary technology, that we will be able to offer unique solutions at competitive prices to our prospective clients

~~Digital~~As ~~Signage~~the ~~and LED Lighting: Through its relationship with III, The~~ Company has ~~entered~~changed ~~into~~its abusiness ~~strategic worldwide distribution agreement with FormoLight Technologies~~focus, ~~Inc.,~~the ~~a Taiwan-based professional manufacturer specializing in LED signage and LED lighting systems. The~~ Company’s ~~intent~~marketing isefforts toare ~~work~~focus ~~with~~entirely ~~FormoLight~~on inselling ~~customizing~~business-to-business ~~LED~~interactive digital signage solutions ~~that~~to ~~the~~select ~~Company~~clients. We ~~will~~are ~~then~~now ~~market~~engaged ~~and~~in ~~sell~~broad ~~through~~based ~~strategic~~marketing ~~sales~~efforts; ~~channel~~though ~~partners~~we indo ~~the~~attend ~~United~~strategic ~~States~~industry ~~and~~trade ~~international markets~~shows. The Company ~~has~~develops ~~secured~~its ~~non-exclusive~~client ~~worldwide~~base ~~marketing~~primarily ~~and~~through ~~distribution rights~~ face-to-face ~~Formolight’s~~business ~~products~~development ~~and solutions~~meetings. ~~Additionally,~~We ~~for~~are ~~any~~focused ~~technology~~on orkey ~~solution~~companies ~~that~~who ~~The Company and FormoLight “jointly develop”, the Company will~~ have ~~exclusive~~strong ~~global~~presence ~~marketing~~in ~~and~~large ~~distribution~~retail ~~rights. In addition to the agreements with FormoLight~~food, ~~the~~drug ~~Company is actively developing a number of additional engineering~~ and ~~manufacturing~~general ~~relationships~~merchandise ~~with~~chains ~~China-based digital signage makers~~ in order to ~~offer~~sell ain-store, ~~complete~~interactive ~~line of~~ digital signage solutions ~~at competitive price points~~. ~~We expect these new relationships will be important in creating a competitive position in the crowded but rapidly growing digital signage marketplace.~~

Security and Surveillance Technologies developed by III/ITRI and intended to be marketed by NDT have abroad application to provide advanced security solutions to national border, port, home, business and public environments.

Since June of 2008, the Company has been developing business strategies to market these technologies through sales channel partners that have large, established client bases. Milestones to date have included signing a distribution agreement with Ingram Micro, one of the world’s largest technology distribution and logistics companies. Ingram Micro services a large network of systems integrators (SI’s) that are potential customers for the Company’s products and solutions. The Company has actively engaged with Ingram Micro to develop sales of its products and solutions to Ingram Micro’s customer base.

During the quarter ended March 31, 2011, the company continued to further develop its technology business model. The company is in the process of renegotiating its agreement with Gil Technologies in order further clarify as well as to broaden the scope of the relationship. The company anticipates that it can conclude this renegotiation within the next 90 days.

The company also continued to make advancements in developing RFID solutions and has opened an office in Bentonville, Arkansas and has hired two RFID experts who previously work for the RFID Research Center at Sam Walton Business College at the University of Arkansas. The Company is actively engaged in developing an end-to-end solution through its collaboration with ITRI and the RFID Research lab in order to effectively enter the RFID market. The Company is also working closely with III, ITRI and a major retailer in an effort to establish EPC Global standards to further the adoption of RFID technology in the retail inventory management market.

In the past quarter, however, the Company has made the strategic decision to close its Bentonville office and consolidate all RFID sales, marketing and engineering into its Newport Beach and Taipei, Taiwan offices. The Company has access to similar RFID research labs through its relationship with ITRI. In addition, we are working to modify out RFID sales strategy to focus on joint ventures and partnership with existing RFID technology systems integrators and resellers and plan to concentrate more on military and other similar applications for our ruggedized RFID reader and RFID chip solution as described below.

On April 30, 2009, the company announced that it had entered into an agreement with III and ITRI to distribute what III and ITRI call the world's smallest EPC Gen 2 Class 1 Passive Reader Module, which is the first of its kind in the industry. The miniaturized RFID reader module is a cost performance leading front-end device specially designed for a portable RFID reader. The reader module incorporates an R1000 chip set and is the world's smallest RFID reader and the only one currently passing the EPC Gen 2 UHF Protocol V.1.0.9 Certification which includes Conformance Test and Interoperability Test. Its operating frequency range is 902MHZ -- 928MHZ on 50 channels with one or two antenna options.

Integration into this reader module is very unique security protocol that is capable of reading under the EPC Global Gen 2 layer defines term on specific RFID chips. This RFID reader module will not only read the EPC Global Gen 2 layer RFID define tags but will also provide access to five password protected secure layers, one layer for each section of a supply chain (Manufacturing, Transportation, Distribution, Warehouse and Retail), or for such other data gathering and tracking purposes as the user may designate Both the RFID reader and the RFID tag will be manufactured in Taiwan and NDT plans to distribute both through the sales channel partnerships that we are currently developing.

The company, III and ITRI believe that having the smallest footprint of an RFID reader module will be imperative for the various RFID applications that are being developed by III and ITRI for medical, agriculture, asset management, asset tracking, POS and security applications.

Critical Accounting Policies

The preparation of financial statements and related disclosure in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the financial statements and accompanying notes. Results of operations could be impacted significantly by judgments, assumptions, and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.

~~Management~~Material isevents ofand ~~the~~uncertainties: ~~opinion~~We anticipate that ~~our~~we ~~cash~~will onbegin ~~hand~~to ~~and~~be ~~revenues~~profitable ~~from~~in ~~operations~~the ~~are~~fourth ~~insufficient~~quarter toof ~~meet~~fiscal ~~our~~year ~~operational~~2012, ~~needs~~but ~~for~~there ~~the~~is ~~next~~no ~~twelve~~assurance ~~months.~~that ~~Accordingly,~~this ~~management~~ will ~~rely~~occur.. For ~~upon~~this ~~proceeds~~to ~~from~~happen, ~~debt~~we ~~and/or~~must ~~equity~~gain financing ~~from~~and ~~related~~deliver ~~and~~a ~~unrelated~~very ~~parties~~successful product.

While we believe that these statements are accurate, our business is dependent upon general economic conditions and various conditions specific to the technological industry. Accordingly, future trends and results cannot be predicted with certainty.

Under current operating conditions, management believes that our sources of cash are insufficient to last through the next year. For NDT continue to operate and to grow its sales it will need to raise additional capital and have profitable revenue.

Certain Trends and Uncertainties:

NDT has in the past and may in the future make forward-looking statements. Certain of the statements contained in this document involve risks and uncertainties. The future results of NDT could differ materially from those statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed in this document. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted. Such risks and uncertainties include, but are not limited to the following:

NDT relies heavily on the technology expertise of outside consultants, advisors, and partners. Without these relationships, the Company would most likely not be able to become competitor in digital signage technologies.

In general the technology software and high technology industries are very competitive and new and improved methodologies and technologies always pose a threat to existing operations. At anytime those standards utilized by NDT could become obsolete.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q report contains certain forward-looking statements with respect to NDT and its business. Statements that are not historical facts are identified as “forward-looking statements”. The words “estimate,” “project,” “intend,” “expect,” “believe,” “plan,” “may”, and similar expressions, particularly when used in the “future tense”, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. These forward-looking statements are necessarily estimates, reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of NDT’s control, and involve a number of risks and uncertainties that could cause actual results to differ in a negative manner, and materially so, from those suggested by the forward-looking statements. These uncertainties, among others, include the ability of NDT to obtain sufficient equity and/or debt capital on commercially reasonable terms to carry out its business plan, whether advantageous contracts can be negotiated on specific products with NDT’s strategic partners, whether new products will find acceptance in the market place and generate significant sales and profits, the status of US and World economies, and various other factors and risks. Further information on potential risk factors that could affect the Company's business plans and financial results can be found in the Company's reports filed with the Securities and Exchange Commission.

15Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~tem~~We ~~4(T).~~are ~~Controls~~a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, ~~Procedures~~as such, are not required to provide the information under this Item.

~~Evaluation~~Item of4. ~~Disclosure~~ Controls and Procedures

AnEvaluation ~~evaluation as~~ of the end of the period covered by this report was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial 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, as amended). Disclosure ~~controls~~Controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the United States Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial 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 United States Securities and Exchange Commission's rules and forms.Procedures

~~Evaluation~~An evaluation as of the end of the period covered by this report was carried out under the supervision and ~~Report~~with onthe ~~Internal~~participation ~~Control~~of ~~over~~our Chief Executive Officer and Chief Financial ~~Reporting~~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, as amended). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the United States Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial 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 United States Securities and Exchange Commission's rules and forms.

~~The~~Evaluation ~~Principal Executive Officer and Principal Accounting Officer~~ of ~~Newport Digital Technologies, Inc. are responsible for establishing~~ and ~~maintaining~~Report ~~adequate~~on ~~internal control over financial reporting.~~ Internal ~~control~~Control over ~~financial~~Financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: Reporting

-The ~~Pertain~~Management toof ~~the~~Newport ~~maintenance~~Digital ofTechnologies, ~~records~~Inc. ~~that~~is inresponsible ~~reasonable~~for ~~detail~~establishing ~~accurately~~ and ~~fairly~~maintaining ~~reflect~~adequate ~~the~~internal ~~transactions~~control ~~and~~over ~~dispositions~~financial ofreporting. ~~the~~Internal ~~assets~~control ofover ~~the~~financial ~~company;~~reporting -is ~~Provide~~defined ~~reasonable~~in ~~assurance~~Rule 13a-15(f) ~~that~~or ~~transactions~~15d-15(f) ~~are~~promulgated ~~recorded~~under asthe ~~necessary~~Securities toExchange ~~permit~~Act ~~preparation~~ of ~~financial~~1934 ~~statements~~as ina ~~accordance~~process ~~with~~designed ~~accounting~~by, ~~principles~~or ~~generally~~under ~~accepted~~the insupervision of, the ~~United~~company’s ~~States~~principal ofexecutive ~~America~~ and ~~that~~principal ~~receipts~~financial officers and ~~expenditures~~effected ofby the company’s ~~are~~board ~~being~~of ~~made~~directors, ~~only~~management inand ~~accordance~~other ~~with~~personnel, ~~authorizations~~to ofprovide ~~management~~reasonable ~~and~~assurance ~~directors~~regarding the reliability of ~~the~~financial ~~company;~~reporting and -the ~~Provide~~preparation ~~reasonable~~of ~~assurance~~financial ~~regarding~~statements ~~prevention~~for orexternal ~~timely~~purposes ~~detection~~in ofaccordance ~~unauthorized~~with ~~acquisition,~~accounting ~~use~~principles orgenerally ~~disposition~~accepted ofin the ~~company’s~~United ~~assets~~States ~~that~~of ~~could~~America ~~have~~and aincludes ~~material~~those ~~effect~~policies onand ~~the~~procedures ~~financial statements.~~that:

~~Because~~- ofPertain ~~its~~to ~~inherent~~the ~~limitations,~~maintenance ~~internal~~of ~~control~~records ~~over~~that ~~financial~~in ~~reporting~~reasonable ~~may~~detail ~~not~~accurately ~~prevent~~and orfairly ~~detect~~reflect ~~misstatements.~~the ~~Projections~~transactions ofand ~~any~~dispositions ~~evaluation~~ of ~~effectiveness~~the toassets ~~future~~of ~~periods~~the ~~are~~company; ~~subject~~- toProvide ~~the~~reasonable ~~risk~~assurance that ~~controls~~transactions ~~may~~are ~~become~~recorded ~~inadequate~~as ~~because~~necessary ofto ~~changes~~permit inpreparation ~~conditions,~~of orfinancial ~~that~~statements ~~the~~in ~~degree~~accordance ~~of compliance~~ with ~~the~~accounting ~~policies~~principles orgenerally ~~procedures~~accepted ~~may~~in ~~deteriorate.~~the ~~All~~United ~~internal~~States ~~control~~of ~~systems,~~America noand ~~matter~~that ~~how~~receipts ~~well~~and ~~designed,~~expenditures ~~have~~of ~~inherent~~the ~~limitations.~~company ~~Therefore,~~are ~~even~~being ~~those~~made ~~systems determined to be effective can provide~~ only ~~reasonable~~in ~~assurance~~accordance with ~~respect~~authorizations toof ~~financial~~management ~~statement preparation~~ and ~~presentation.~~directors ~~Because~~ of the ~~inherent~~company; ~~limitations~~and of- ~~internal~~Provide ~~control,~~reasonable ~~there~~assurance isregarding aprevention ~~risk that material misstatements may not be prevented~~ or ~~detected on a~~ timely ~~basis~~detection byof ~~internal~~unauthorized ~~control over financial reporting. However~~acquisition, ~~these~~use ~~inherent~~or ~~limitations~~disposition ~~are known features~~ of the ~~financial~~company’s ~~reporting~~assets ~~process.~~that ~~Therefore,~~could ithave isa ~~possible~~material toeffect ~~design~~on ~~into~~ the ~~process~~financial ~~safeguards to reduce, though not eliminate, this risk~~statements.

1615

~~The~~Because ~~Principal~~of ~~Executive~~its ~~Officer~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and ~~Principal~~presentation. ~~Accounting~~Because ~~Officer~~of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~March~~September 3130, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of ~~March~~September 3130, 2011, the Company’s internal control over financial reporting is effective based on those criteria.

~~This~~Changes ~~annual~~in ~~report~~Internal ~~does~~Control ~~not include an attestation report of the Company’s registered accounting firm regarding internal control~~ over ~~financial~~Financial ~~reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.~~Reporting

~~Changes~~There was no change in ~~Internal~~our ~~Control~~internal controls over ~~Financial~~financial ~~Reporting~~reporting during our fiscal quarter ended September 30, 2011, that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, as defined in Rules 13a-15 and 15d-15 under the Exchange Act.

~~There~~PART ~~was~~II no change in our internal controls over financial reporting during our fiscal quarter ended March 31, 2011, that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, as defined in Rules 13a-15 ~~and~~OTHER ~~15d-15 under the Exchange Act.~~ INFORMATION

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting during our fiscal quarter ended March 31, 2011, that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, as defined in Rules 13a-15 and 15d-15 under the Exchange Act.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~During~~The ~~the~~Company ~~period~~has ~~covered~~stipulated byto ~~this~~a ~~report,~~judgment ~~there~~against ~~were~~the noCompany ~~material~~in ~~changes~~favor of Flair Packaging in the ~~legal~~amount ~~proceedings~~of ~~described~~$130,000. inThe ~~the~~Company ~~prior~~and ~~periodic~~Flair ~~reports~~Packaging ~~filed~~have bynot reached a satisfactory agreement on the ~~Company~~payment terms.

Item 21. A. Risk Factors

Risks Related to Our Business

We ~~Have~~are ~~Historically~~the ~~Lost~~subject ~~Money~~of ~~and~~a ~~Losses~~going ~~May~~concern ~~Continue~~opinion inby ~~the~~our ~~Future.~~independent auditors who have raised substantial doubt as to our ability to continue as a going concern

Our financial statements have been prepared assuming we will continue as a going concern. We have ~~historically~~experienced ~~lost~~recurring ~~money~~net losses from operations, which losses have caused an accumulated deficit of approximately $23,666,025 at September 30, 2011. ~~The~~ ~~loss~~In addition, we had a working capital deficit as of September 30, 2011 of $1,923,819. We had net losses of $65,343 for the ~~fiscal~~period ended September 30, 2011 and $1,746,329 for the year ended June 30, ~~2010~~2011. ~~was~~These ~~and~~factors, ~~future~~among ~~losses~~others, ~~are~~raise ~~likely~~substantial doubt about our ability to ~~occur~~continue as a going concern. ~~Accordingly~~ Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and are unable to continue to obtain financing to meet our working capital requirements, we may ~~experience~~have ~~significant~~to ~~liquidity~~curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate additional debt or equity financing, and thereafter establish sufficient cash flow ~~problems~~to ifmeet weour ~~are~~obligations ~~not~~on ~~able~~a timely basis to ~~raise~~retain ~~additional~~such ~~capital~~financing, asto ~~needed~~obtain additional financing, and, onultimately, ~~acceptable~~to ~~terms~~attain profitability. No ~~assurances~~Should ~~can~~any beof ~~given~~these events not occur, we will be ~~successful~~adversely inaffected ~~reaching~~and orwe ~~maintaining~~may ~~profitable~~have to cease operations.

We ~~Will~~May ~~Need~~Not Be Able to ~~Raise~~Generate ~~Additional~~Sales ~~Capital~~Or toOtherwise ~~Finance~~Successfully ~~Operations~~Implement Our Business Plan, Which Could Have a Significant Negative Impact on Our Financial Condition.

Our ~~operations~~business ~~have~~plan ~~relied~~calls ~~almost~~for ~~entirely~~development, onmarketing ~~external financing to fund our operations. Such financing has historically come from a combination of borrowings~~ and ~~from the~~ sale of ~~common~~cutting ~~stock~~edge ~~and~~technology ~~assets~~based toproducts ~~third parties. We will need to raise additional capital to fund our anticipated operating expenses~~ and ~~future expansion. Among other things~~services, ~~external~~developed ~~financing~~based ~~will~~on bethe ~~required~~technology toof ~~cover~~ our ~~operating~~strategic ~~costs~~partners. We If ~~cannot~~we ~~assure~~are ~~you~~unable ~~that~~negotiate ~~financing~~favorable ~~whether~~contracts ~~from~~for ~~external~~such ~~sources~~technology orwith ~~related~~our ~~parties~~partners, ~~will~~or ~~be available~~ if ~~needed~~the orproducts onand ~~favorable~~services ~~terms. The~~we ~~sale~~choose ofto ~~our~~develop ~~common~~and ~~stock~~market toare ~~raise~~not ~~capital~~favorably ~~may~~received ~~cause~~in ~~dilution~~the tomarket ~~our~~place ~~existing~~and ~~shareholders. Our~~do ~~inability~~not togenerate ~~obtain~~significant ~~adequate~~sales ~~financing~~and ~~will~~revenues ~~result~~at inreasonable ~~the~~profit ~~need~~margins to ~~curtail~~us, ~~business~~we ~~operations. Any~~will ofnot ~~these~~be ~~events~~able ~~would~~to begenerate ~~materially~~enough ~~harmful~~revenue to ~~our~~achieve ~~business~~ and ~~may~~maintain ~~result~~profitability inor ato ~~lower~~continue ~~stock~~our ~~price~~operations.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding16

~~The~~ We ~~report~~are ofcurrently ~~our~~dependent ~~independent accountants~~ on ~~our~~External June 30, 2010 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.Financing

17Currently, we are dependent upon external financing to fund our operations. It is imperative that we receive this external financing to implement our business plan and to finance ongoing operations. New capital may not be available and adequate funds may not be sufficient for our operations, and may not be available when needed or on terms acceptable to our management. Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our operations and would hinder our ability to implement our business plan or continue our business.

~~Our~~ We ~~Common~~Do ~~Stock~~Not ~~May~~Own Beor ~~Affected~~Operate Bya ~~Limited~~R&D ~~Trading~~(RESEARCH ~~Volume~~ and ~~May~~DEVELOPMENT) ~~Fluctuate~~Engineering ~~Significantly~~Team to Develop New Technology or Products

~~There~~We ~~has~~do ~~been~~not aown ~~limited~~or ~~public~~operate ~~market~~a ~~for~~research ~~our~~facility ~~common~~or ~~stock~~R&D ~~and~~team, ~~there~~nor ~~can~~do bewe nodevelop ~~assurance~~new ~~that~~technology anor ~~active~~products. ~~trading~~We ~~market~~must ~~for~~rely ~~our~~on ~~common~~the ~~stock~~research ~~will~~and ~~develop. As~~development aactivities ~~result,~~or ~~this could adversely affect~~ our ~~shareholders'~~strategic ~~ability~~partners. If ~~to sell~~ our ~~common~~agreements ~~stock~~without inStrategic ~~short~~partners ~~time~~were ~~periods,~~to orterminate ~~possibly~~for atany ~~all. Our common stock has experienced~~reason, ~~and~~we iswould likely tofind ~~experience~~it indifficult ~~the~~to ~~future,~~find ~~significant~~comparable ~~price~~services and ~~volume~~relationships ~~fluctuations~~with ~~that~~new ~~could~~strategic ~~adversely~~partners ~~affect~~on ~~the~~comparable ~~market price of our common stock without regard to our operating performance~~terms. In ~~addition,~~This wewould ~~believe~~have ~~that~~an ~~factors~~adverse ~~such~~effect ason ~~quarterly fluctuations in~~ our financial ~~results~~condition and ~~changes~~results ~~in the overall economy or the condition~~ of ~~the~~operations, ~~financial~~and ~~markets could cause the price of~~ our ~~common~~efforts ~~stock~~ to ~~fluctuate~~implement ~~substantially. Substantial fluctuations in~~ our ~~stock~~business ~~price could significantly reduce the price of our stock~~plan.

~~There~~ We isExpect noOur ~~Assurance~~Targeted ofMarkets ~~Continued~~to ~~Public~~Become ~~Trading~~Increasingly ~~Market~~Competitive and, ~~Being~~in athe ~~Low~~Event ~~Priced~~We ~~Security~~are ~~may~~Unable ~~Affect~~to ~~the~~Compete ~~Market~~against ~~Value~~Larger ofCompetitors, Our ~~Stock~~Business Could Be Adversely Affected

ToWe ~~date,~~expect ~~there~~our ~~has~~business ~~been~~to ~~only~~faces acompetition ~~limited~~from ~~public~~other ~~market~~companies ~~for~~developing ~~our~~products ~~common~~and ~~stock.~~services ~~Our~~competitive ~~common~~with ~~stock~~our istargeted ~~currently~~products ~~quoted~~and onservices. ~~the~~Competitors ~~OTCBB.~~with Asgreater aaccess ~~result,~~to anfinancial ~~investor~~resources may ~~find~~enter itour ~~difficult~~markets toand ~~dispose~~compete ~~of,~~with orus. toWe ~~obtain~~expect ~~accurate~~that ~~quotations~~many ~~as to the market value~~ of our ~~stock.~~competitors ~~Our~~will ~~stock~~have islonger ~~subject~~operating tohistories, ~~the~~larger ~~low-priced~~customer ~~security~~bases, orlonger sorelationships ~~called~~with ~~"penny~~customers, ~~stock"~~and ~~rules~~significantly ~~that~~greater ~~impose~~financial, ~~additional~~technical, ~~sales~~marketing, ~~practice~~and ~~requirements~~public onrelations ~~broker-dealers~~resources ~~who~~than ~~sell~~we ~~such securities~~do. ~~The~~Established ~~Securities~~companies ~~Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection~~ with ~~any~~competing ~~trades~~products ~~involving~~or aservices ~~stock~~who ~~defined~~have assubstantially agreater ~~penny~~financial ~~stock~~resources ~~(generally,~~and ~~according~~longer tooperating ~~recent~~histories ~~regulations~~than ~~adopted~~us bycould ~~the~~have ~~SEC, any equity security that has~~ a ~~market~~significant ~~price~~adverse ofimpact ~~less~~on ~~than~~our ~~$5.00~~ability ~~per share, subject~~ to ~~certain~~implement ~~exceptions~~our ~~that~~business weplan noand ~~longer~~generate ~~meet). For example~~revenues, ~~brokers/dealers~~cash ~~selling~~flows ~~such~~and ~~securities~~ultimately ~~must,~~profitability ~~prior~~for toour ~~effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities~~Company. ~~Included in this document are the following:~~

-We ~~the~~Could ~~bid~~Fail ~~and~~to ~~offer~~Attract ~~price~~or ~~quotes~~Retain inKey ~~and for the "penny stock~~Personnel," ~~and~~Which ~~the~~Could ~~number~~Be ofDetrimental ~~shares~~ to ~~which~~Our ~~the quoted prices apply,~~Operations

-Our success largely depends on the ~~brokerage~~efforts ~~firm'~~and abilities of our key executive officers. The loss of the services of any of them could materially harm our business because of the cost and time necessary to find a successor. Such a loss would also divert management’s ~~compensation~~attention ~~for~~away from operational issues. We do not presently maintain key-man life insurance policies on our key executive officers. We also have other key employees who manage our operations and if we were to lose their services, senior management would be required to expend time and energy to find and train their replacements. To the ~~trade~~extent that we are smaller than our competitors and have fewer resources, we may not be able to attract sufficient number and quality of staff.

-Trading ~~the~~of ~~compensation~~our ~~received~~stock may be restricted by the ~~brokerage~~Securities ~~firm'~~Exchange Commission’s ~~sales~~penny ~~person~~stock ~~for~~regulations, ~~the~~which ~~trade.~~may limit a stockholder’s ability to buy and sell our stock

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the ~~brokerage~~penny ~~firm~~stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must ~~send~~make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor: interest in and limit the marketability of our common stock.

~~- a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and~~ 17

- a written statement of the investor's financial situation and investment goals. If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.

Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, a lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

We Could Fail to Retain or Attract Key Personnel

Our future success depends in significant part on the continued services of Richard Damion, our Chief Executive Officer. We cannot assure you we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have no employment agreements or life insurance on Mr. Damion.

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

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

During the ~~nine~~three months ended ~~March~~September 3130, 2011 the company ~~issued~~received ~~179,186,047 shares for~~ cash proceeds of $120,~~228,499~~000 for stock to be issued at a later date. The capital was used entirely for working capital.

Item 3. Defaults upon Senior Securities.

None

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

None

Item 5. Other Information.

None

Item 6. Exhibits


31.1	Certification of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
31.2	Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. section1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
32.1	Certification of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

1918

Newport Digital Technologies, Inc.

(Formerly International Food Products Group, Inc.)

SIGNATURES

SIGNATURE

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

2019

Newport Digital Technologies, Inc. (Registrant)

February 19, 2011

/s/ Donald Danks

November 11, 2011

/s/ Donald Danks

Donald Danks Chief Executive officer Principal Executive Officer

Filing Compare · NEWPORT DIGITAL TECHNOLOGIES, INC.