UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D. C. 20549

~~FORM 10-QSB~~———————

~~QUARTERLY REPORT~~FORM ~~UNDER SECTION 13 OR 15(D) OF THE~~10-Q

~~SECURITIES EXCHANGE ACT OF 1934~~———————

FOR THE QUARTERLY PERIOD ENDED: December 31, 2004


X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, 2008
Or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

~~COMMISSION FILE NO. 0-50104~~———————

~~JANE BUTEL~~TMT CAPITAL CORPORATION

~~______________________________________________~~(Exact name of registrant as specified in its charter)

~~(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)~~———————

FLORIDA 65-0327060


Florida	000-50104	85-0412495
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

~~_______________________________ ___________________~~1890 Kentucky Avenue, Winter Park, FL 32789

(~~STATE~~Address ~~OR OTHER~~of ~~JURISDICTION~~Principal OFExecutive Office) (~~I.R.S.~~Zip ~~EMPLOYER~~Code)

~~INCORPORATION OR ORGANIZATION~~(407) ~~IDENTIFICATION NO.)~~435-3073

~~400~~(Registrant’s ~~Gold Ave.~~telephone SWnumber, ~~Suite~~including ~~750~~area code)

~~Albuquerque, NM 87102~~N/A

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

~~(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)~~———————

(505) 314-0787


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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 195,788,694 shares of common stock were outstanding as of September 30, 2008.

~~___________________________~~TMT CAPITAL CORPORATION

~~(ISSUER'S TELEPHONE~~FORM ~~NUMBER)~~10-Q

~~Check whether~~TABLE ~~the~~OF ~~issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter~~CONTENTS

period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	1
	Comments To Financial Statements	1
	Consolidated Balance Sheet	2
	Consolidated Statements of Operations	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Submission of Matters to a Vote of Security Holders	29
Item 5.	Other Information	30
Item 6.	Exhibits	30

~~Yes~~ITEM ~~[X] No [ ]~~1.

~~APPLICABLE ONLY~~FINANCIAL ~~TO CORPORATE ISSUERS~~INFORMATION

~~State~~TMT ~~the number~~CAPITAL ~~of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 25,277,000 shares as of February 7, 2005.~~CORPORATION

~~Transitional Small~~COMMENTS ~~Business~~TO ~~Format:~~FINANCIAL NoSTATEMENTS

The Company’s auditor resigned as the Registrant’s certifying accountant on November 14, 2008, the filing deadline for the quarter ended September 30, 2008 . In its resignation letter, Jaspers + Hall PC stated that the firm had reached a settlement with the Public Company Accounting Oversight Board and, as part of that settlement, Jaspers + Hall, PC will no longer be a registered firm with the PCAOB. As a result of this resignation, the financial statements and related notes have not been reviewed by a certifying accountant. The Company is currently speaking with potential new auditors and will file an amended 10Q after a new auditor is engaged and has the opportunity to perform its review.

~~PART~~TMT ICAPITAL ~~- FINANCIAL INFORMATION~~CORPORATION

~~ITEM~~CONSOLIDATED ~~1. FINANCIAL~~BALANCE ~~STATEMENTS~~SHEETS

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and


	September 30, 2008			December 31, 2007
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$			$	2,537
Prepaid Expenses		156,203			39,000
Other Current Assets		7,314			3,314
Total Current Assets		163,501			44,851
FIXED ASSETS
Fixed Assets		124,000			124,000
Total Fixed Assets		124,000			124,000
OTHER ASSETS
Debt Acquisition Costs (net)		10,695			31,944
Long Term Investments – Freedom
Patents		425			425
Total Other Assets		11,120			32,369
Assets of Discontinued Operations		2,744			3,813
Total Assets	$	301,472		$	205,033
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses	$	1,000,055		$	810,930
Convertible debt		525,625			901,077
Notes payable, current portion		910,717			723,476
Current Portion of Note Payable - Officer		417,022			417,022
Note Payable - Shareholder		107,020			84,650
Total Current Liabilities		3,060,439			2,937,155
LONG-TERM LIABILITIES
2006 6% Convertible Debentures and Fair value of embedded derivative		1,552,948			1,367,470
Common Stock Warrant Liability		29,504			4,719,999
Note Payable - Officer		271,662			––
Note payable, net of current portion		19,666			143,320
Total Long-Term Liabilities		1,873,780			6,230,789

Liabilities of Discontinued Operations		5,512,351			5,513,419
Total Liabilities	$	10,446,,570		$	14,681,363

Minority Interest		(155,551	)		(84,100	)

STOCKHOLDERS’ EQUITY / (DEFICIT)
Preferred Stock		1,000			1,000
25,000,000 authorized shares, 1,000,000 and 0 shares issued and outstanding, $0.001 par value
Common Stock		195,789			103,254
200,000,000 authorized shares, $.001 par value 195,788,694 and 103,253,395 shares issued and outstanding
Shares to be Issued		2,500			7,000
Additional Paid-in-Capital		21,791,,316			19,464,549
Subscription Receivable		(1,687,500	)		(1,687,500	)
Accumulated Deficit		(30,292,652	)		(32,280,533	)
Total Stockholders' Equity / (Deficit)		9,989,547			(14,392,230	)
Total Liabilities Minority Interest and S/H Equity / (Deficit)	$	301,472		$	205,033

~~Exchange Commission.~~The ~~Certain~~accompanying ~~information~~notes ~~and~~are ~~footnote~~integral ~~disclosures~~part ~~normally~~of ~~included in~~the consolidated financial statements ~~prepared in accordance with the accounting~~

principles generally accepted in the United States have been omitted. However, in the opinion of management, all adjustment's (which include only normal

recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for

interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in

conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for the fiscal year ended June 30, 2004 filed with the

Commission.

Jane Butel Corporation
Balance Sheet
(Unaudited)
		December 31			June 30
		2004			2004
A S S E T S
Current Assets
Cash	$	16,898		$	-
Inventory		24,036			17,456
Accounts Receivable net of allowance for bad debt		16,637			13,889
Prepaid Expenses		6,771			-
Total Current Assets		64,342			31,345
Fixed Assets
Equipment		144,225			144,225
Leasehold Improvements		97,159			97,159
Accumulated Depreciation		(217,624	)		(209,015	)
Total Fixes Assets		23,760			32,369
Other Assets
Television Film Costs, net of Amortization		142,718			170,633
Websites, net of Amortization		-			22,178
Other Assets		5,900			5,900
Videos, net of amortization		16,113			41,715
Total Other Assets		164,731			240,426
Total Assets	$	252,833		$	304,140
L I A B I L I T I E S
Current Liabilities
Cash Overdraft					636
Accounts Payable		77,921			77,511
Deferred Income		42,006			45,257
Other Current Liabilities		19,480			26,048
Notes Payable		91,000			91,000
Accrued Settlements Payable		13,600			13,600
Total Current Liabilities		244,007			254,052
Long-Term Liabilities
Notes Payable - Related Party		251,178			252,739
Notes Payable		106,329			106,455
Total Long-Term Liabilities		357,507			359,194
Total Liabilities		601,514			613,246
Commitments and Contingencies		-			-
S T O C K H O L D E R S ' E Q U I T Y
Preferred Stock
5,000,000 authorized stock, $1.00 par value		-			-
no shares outstanding
Common Stock
50,000,000 authorized shares,$.001 par value 25,227,000 issued and outstanding		25,061			22,721
Additional Paid-in-Capital		851,259			355,549
Accumulated Surplus		(1,225,001	)		(687,376	)
Total Stockholders' Equity (Deficit)		(348,681	)		(309,106	)
Total Liabilities and Stockholders' Equity		252,833			304,140

Jane Butel Corporation

Statement of Operations

(Unaudited)

For the

Three Months

Six Months

Ending December 31

TMT CAPITAL CORPORATION

~~Ending~~CONSOLIDATED STATEMENTS OF OPERATIONS

December 31


	For the three months ended September 30						For the nine months ended September 30
	2008			2007			2008			2007
REVENUES/(Returns)	$	––		$	––		$	––		$	––
COST OF SALES		––			––			––			2,421
Gross Profit		––			––			––			(2,421	)
MARKETING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES		215,009			5,455,813			2,181,069			7,717,222
Net Loss from Operations		(215,009	)		(5,455,813	)		(2,181,069	)		(7,719,643	)

OTHER INCOME AND EXPENSES:
Interest Income		0			124			3			30,568
Interest Expense		(147,789	)		(709,426	)		(954,807	)		(1,880,793	)
Gain on Settlement of Debt		527,896			––			527,896			––
Net change in fair value of Embedded derivative and Warrants		88,500			1,118,581			4,524,440			685,210	)
Total Other Income and Expenses		468,607			409,279			4,097,533			(1,165,015	)
Less: Minority interest in net loss
Of subsidiary		14,543			––			71,451			––
Income (Loss) from continuing operations		268,141			(5,007,240	)		1,987,915			(8,845,364	)
Loss from discontinued operations		––			––			(35	)		––
Net Income (Loss) before taxes		268,141			(5,007,240	)		1,987,880			(8,845,364	)
PROVISION FOR INCOME TAXES:
Income Tax Benefit (Expense)		––			––			––			––
Net Loss	$	268,141		$	(5,007,240	)	$	1,987,880		$	(8,845,364	)
Basic and Diluted Income (Loss) Per Common Share	$	(0.00	)	$	0.06	)	$	0.01		$	(0.12	)
Weighted Average number of Common Shares used in basic per share calculations		197,374,408			88,691,299			158,259,896			73,509,448

~~Ending~~The accompanying notes are integral part of the consolidated financial statements

December 31

Ending

December 31

2004

2003

2004

2003

Revenues:

Revenues

51,184

86,292

112,727

133,839

Total Revenues

51,184

86,292

112,727

133,839

Expenses:

Cost of Sales

18,695

32,020

31,365

49,439

Paryoll Expenses

93,886

50,312

196,313

61,610

Consulting Expenses

187,600

Occupancy Costs

18,160

8,140

37,400

12,992

Professional Fees

17,232

25,015

27,530

37,645

Impairment Expenses

12,515

11,425

22,365

16,325

Royalty Expenses

172

12,515

960

Interest Expense

7,693

6,286

7,693

12,849

Depreciation and Amortization Expense

29,352

33,928

58,704

69,586

Operating Expenses

38,146

32,878

68,867

50,808

Total Expenses

423,279

200,176

650,352

312,214

Net Income (Loss) from Operations

(372,095

)

(113,884

)

(537,625

)

(178,375

)

Other Income:

Barter Revenue

6,880

16,656

Other Income

4,599

Provision for Income Taxes:

Income Tax Benefit/(Expense)

Net Income (Loss)

(372,095

)

(102,405

)

(537,625

)

(161,719

)

Basic and Diluted Loss Per Common Share

(0.02

)

(0.00

)

(0.02

)

(0.01

)

Weighted Average number of Common Shares

22,799,917

22,720,750

22,760,333

22,720,750

used in per share calculations

Jane Butel Corporation
Statement of Cash Flows
(Unaudited)
		For The			For the
		Six Months Ended			Six Months Ended
		December 31			December 31
		2004			2003
Cash Flows from Operating Activities:
Net Income (Loss)	$	(537,625	)	$	(161,719	)
Changes in operating assets and liabilities:
Depreciation Expense		8,608			19,476
Amortization Expense		50,096			61,535
Common Stock Issued for Services		199,715			-
Impairment Expenses		22,365			-
(Increse) Decrease in Prepaid Expenses		(6,771	)
(Increase)/Decrease Account Receivable		(2,748	)		5,156
(Increase)/Decrease Accrued Settlements		-			-
(Increase)/Decrease in Inventory		(6,580	)		6,476
increase/(Decrease) Accounts Payable		410			(5,877	)
increase/(Decrease) Deferred Income		(3,251	)		(16,656	)
Increase/(Decrease) in Other Current Liablities		(14,535	)		31,931
Total Adjustments		247,309			102,041
Net Cash (Used in) Provided From Operating Activities	$	(290,316	)	$	(59,678	)
Cash Flows from Investing Activities:
Decrease Related Party Notes Receivable		-			5,176
-					-
Net Cash Used in Investing Activities	$	-		$	5,176
Cash Flows from Financing Activities:
Note Payable		4,903			50,705
Warrents		304,508
Payments - Notes Payable Related Parties		(1,561	)		8,948
Net Cash Provided for Financing Activities	$	307,850		$	59,653
Net Increase (Decrease) in Cash	$	17,534		$	5,151
Cash Balance, Begin Period		(636	)	$	1,011
Cash Balance, End Period	$	16,898		$	27,086
Supplemental Disclosures:
Cash Paid for interest	$	9,850		$	6,242
Cash Paid for income taxes	$	-		$	-
Common Stock Issued for Services	$	199,715		$	-

TMT CAPITAL CORPORATION

STATEMENT OF CASH FLOWS


	For the nine months ended
	September 30
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	1,987,880		$	(8,845,364	)
Net Income (Loss) from discontinued operations		(35	)		(276,877	)
Net Income (Loss) from continuing operations		1,987,915			(8,568,487	)
Changes in operating assets and liabilities:
Amortization of Debt Discount		318,633			496,004
Amortization of debt acquisition costs		56,250			81,911
(Gain) / Loss of Change in fair value of
Embedded derivative and warrants		(4,524,440	)		(685,210	)
Non-cash stock option expense		544,585			6,630,646
Shares issued to employees as compensation		151,500			1,000
Paid interest expense in common stock		6,229			––
Shares Issued for Services		860,900			504,550
Shares issued as loan inducement		367,251			979,998
Gain on settlement of notes payable		527,896			––
Minority interest in consolidated affiliate		(71,451	)		(61,038	)
(Incr)/Decr in A/R		1,067			––
(Increase)/Decrease in Prepaid Expenses		(117,293	)		(29,000	)
Increase/(Decrease) A/P and Accrued		618,002			412,275
Net cash provided by/ (used in) continuing operations		(328,749	)		(237,251	)
Net cash provided by (used in) discontinued operations		(35	)		(263,690	)
Net cash used in operating activities		(328,784	)		(501,041	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Assets & Liabilities acquired in merger		––			21,640
Net cash provided by/ (used in) investing activities		––			21,640
Net cash provided by (used in) investing activities in discontinued operations		––			––
Net cash provided by / (used in) investing activities		––			21,640

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Debt Financing		223,000			785,144
Payments of debt financing		(280,188	)		(378,822	)
Advances from Officer		480,033			52,730
Payments on advances from Officer		(186,000	)		––
Proceeds from Notes Payable – Officer		––			––
Proceeds from Sale of Common Stock		89,402			109,918
Repurchase of Common Stock		––			(23,192	)
Principal payments on debt		––			(39,730	)
Net Cash Provided from financing activities		326,247			506,048
Net cash (used in) discontinued operations from		––			(44,473	)
Net cash provided by financing activities		326,247			461,575
Net Increase (Decrease) in Cash		(2,537	)		(17,826	)

Cash Balance, Begin Period		2,537			21,773
Cash Balance, End Period	$			$	3,947

The accompanying notes are integral part of the consolidated financial statements

~~Note~~TMT ~~1 -~~CAPITAL ~~Summary of Significant Accounting Policies~~CORPORATION

~~Organization~~NOTES TO FINANCIAL STATEMENTS

~~Jane Butel~~NOTE Corporation (“the Company”) was incorporated under the laws of the State of Florida in April 1992 as the Institute for Strategic Business Development, Inc. for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Florida. The company has a total of 50,000,000 authorized common shares with a par value of $.001 per share and with 25,277,000 common shares issued and outstanding as of February 7, 2005. The Company has designated 5,000,000 as preferred stock with a par value of $1~~.00~~ ~~per~~- ~~share~~NATURE ~~with~~OF noBUSINESS ~~preferred~~AND ~~stock~~SUMMARY ~~outstanding~~OF asSIGNIFICANT ofACCOUNTING ~~December 31, 2004.~~ POLICIES

InNature ~~the opinion~~ of ~~management,~~ the accompanying consolidated unaudited interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at December 31, 2004, and the results of their operations for the three and six months ended December 31, 2004, and their cash flows for the six months ended December 31, 2004 and 2003.Business

~~Principles~~ TMT Capital Corporation (“TMT” or the “Company”) is a holding company with one operating subsidiary as of ~~Consolidation~~the date of this report, Freedom Wireless Corporation (“Freedom”) and one non-operating wholly-owned subsidiary, Bootie Beer Company, which is in bankruptcy. The Company acquired a 51% majority interest in Freedom in the third quarter of 2007, in exchange for 30,000,000 shares of TMT common stock, plus 6,000,000 shares of TMT common stock as a finder’s fee to a third party. The Company’s immediate goals and focus are to develop the business of its Freedom subsidiary.

~~The consolidated~~Freedom ~~financial~~is ~~statements~~a ~~include~~wireless ~~the~~reseller ~~accounts~~ of cellular service, with capabilities to provide wireless service and branded cellular phones to customers throughout the ~~Company~~United States and ~~its wholly~~Canada. ~~owned~~On ~~subsidiary~~October 19, ~~Tex-Mex~~2007 ~~Inc.~~Freedom wireless became a ~~New~~Mobile ~~Mexico~~Virtual ~~corporation~~Network Operator (~~incorporation date:~~MVNO), ~~July~~which 3enables Freedom to sell value priced unlimited long distance and local wireless plans, ~~1992)~~and economically priced per minute plans. ~~All~~Freedom ~~significant~~is ~~inter~~branding their handsets and services under the names ZEBRAGSM™, ZEBRAGSM™ Unlimited and ZEBRAGSM™ Minute. Through its MNVO, Freedom eliminates the high-~~company~~cost ~~transactions~~of ~~have~~building ~~been eliminated~~out network infrastructure. Freedom uses the high quality network and reliable infrastructure of third party telecoms. The ZEBRAGSM™ Unlimited plan has coverage of approximately 155 million potential customers in ~~consolidation~~24 of the 50 top US metropolitan markets. The ZEBRAGSM™ Minutes plan reaches approximately 300 million potential customers throughout the United States and Canada.

~~Accounting Method Earnings~~ Freedom offers land line and cellular users a variety of value priced service plan options. Through ZEBRAGSM™ Unlimited, customers may select the basic unlimited long distance and local plan, or it may add other features, such as unlimited texting, unlimited picture messaging and multi-media or unlimited data . When customers travel outside of the ZEBRAGSM™ Unlimited coverage area, customers may look to the ZEBRAGSM™ Minutes plan for value priced per ~~Common~~minute ~~Share~~rates. Customers may select from six value priced ZEBRAGSM™ Minutes plans, beginning from $27 for 300 minutes. Additionally, customers may select value priced texting, picture messaging, data and international dialing.

~~The Company~~ZEBRAGSM™ ~~adopted~~offers ~~Financial~~customers ~~Accounting~~additional ~~Standards~~cost ~~(SFAS)~~benefits Nobecause they may not have to purchase a new phone to receive the value priced service. ~~128,~~If ~~“Earnings~~the ~~Per Share~~wireless user already owns a GSM based phone,” ~~which~~it ~~simplifies~~may ~~the~~qualify ~~computation~~for ofunlocking ~~earnings~~and ~~per~~be ~~share~~able ~~requiring~~to receive the ~~restatement~~ ZEBRAGSM™ service via insertion of ~~all~~the ~~prior~~ZEBRAGSM™ ~~periods~~sim card. A SIM card, also known as a subscriber identity module, is a smart card that stores data for GSM cellular telephone subscribers. Such data includes user identity, location and phone number, network authorization data, personal security keys, contact lists and stored text messages. Security features include authentication and encryption to protect data and prevent eavesdropping.

~~Basic earnings~~A ~~per~~SIM ~~share~~card ~~are~~and ~~computed~~can onbe ~~the~~switched ~~basis~~easily from one phone set to another. The portability of ~~the~~data ~~weighted~~offers ~~average~~a number of benefits. For example, a user that buys a new phone can install the current SIM card to associate the new phone with the same number and user preferences as the old one. In another common ~~shares~~situation, ~~outstanding~~if ~~during~~a ~~each~~phone's ~~year~~battery runs out of power, the user can easily install the card to another subscriber's phone to borrow it without running up that user's minutes. Some vendors offer prepaid SIM cards that can provide travelers with local numbers, as long as their cell phones are not locked to a specific carrier. A device called a SIM card reader can be used to upload data from a SIM card to a computer or other device.

Going Concern

Our unaudited financial statements for the nine months ended September 30, 2008, reflects net income of $1,987,880 and negative cash flows from continuing operations of ($328,749). The following non-cash items were key contributors to our net income – a gain on the fair value of embedded derivatives of $4,524,440, and a gain on settlement of certain notes payable of $527,896. We also incurred significant non-cash expenses during the nine

~~Note~~NOTE 2 1 - ~~Common~~NATURE ~~Stock~~OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~The company~~Going ~~has~~Concern a total of 50,000,000 authorized common shares with a par value of $.001 per share and with 25,277,000 shares issued and outstanding as of December 31, 2004. The Company has designated 5,000,000 as preferred stock with a par value of $1.00 per share. (continued)

Onmonth ~~April 23~~period, ~~2004,~~including: 1) ~~the~~option ~~Company~~grants ~~signed~~and avesting ~~“Warrant~~- ~~Agreement”~~$544,585; ~~with~~2) ~~21st~~shares ~~Century Technologies~~issued ~~Inc.~~as ~~“21st~~inducements ~~Century” for~~to acreditors ~~total~~- of $~~200~~367,~~000~~251; toand be3) ~~advanced~~shares toissued ~~the~~as ~~Company~~payment for ~~one~~services ~~warrant~~- ~~for each dollar advanced. As of June 30, 2004 a total of~~ $~~103~~860,~~081 and for the quarter ended~~ 900.

~~Note~~These ~~2 -~~conditions ~~Common~~indicate ~~Stock~~a ~~(con’t)~~need to acquire sufficient additional funding or alternative sources of capital to meet our working capital needs. We have raised capital by selling additional shares of common stock and also issuing convertible debentures. We expect to need to have a substantial influx of investment capital as we attempt to expand.

September 30, 2004 a total of $123,028 had been advanced. At the option of 21st Century, the warrants can be converted to common stock based upon a conversion formula contained in the agreement. The warrant agreement was amended on September 15, 2004 to reflect the expiration date of three years from the date of issuance and to add a provision that no additional stock, warrant, or options be issued without the approval of 21st Century in writing for a period of one year. Cash

~~For~~The ~~the quarter~~Company ~~ended~~considers ~~December~~all ~~31,~~highly ~~2004,~~liquid ~~21st~~debt ~~Century advanced~~instruments ~~another~~purchased ~~$181,480~~with ~~for~~a ~~warrants~~maturity ~~that~~of ~~have~~three ~~not~~months ~~been converted~~or less to be cash equivalents.

~~During the~~Accounts quarter ended December 31, 2004, the Company issued a total of 2,340,000 common shares with 1,093,750 being part of an S-8 filing and the balance or 1,246,250 being Sec 144 or restricted shares. These shares were valued at $.08 per share for a total of $187,200 being recognized as expense.Receivable

~~Note~~Freedom ~~3 -~~grants ~~Note~~credit ~~Payable~~to customers within the United States of America and retains a collateral position in the goods according to the terms of the sales contracts. This subsidiary’s ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by this subsidiary. Reserves for un-collectable ~~Related~~amounts ~~Parties~~are provided, based on past experience and a specific analysis of the accounts, which management believes is sufficient. The Company has no, and will have no, trade accounts receivable until such point as it begins to generate revenues from its Freedom Wireless subsidiary.

The Company entered into a promissory note payable with Jane Butel, individually, with the balance on December 31, 2004 in the amount of $251,178. The note matures on July 1, 2007 with accrued interest at the rate of 6.97% in the amount of $46,457 as of December 31, 2004. Inventories

~~Note~~Freedom’s ~~4 -~~inventories, ~~Notes~~which ~~Payable~~consist principally of finished goods specifically sim cards.

~~The company~~Property ~~executed a note payable on February 9, 2001 for one hundred thousand dollars ($100,000) payable to James~~ and Lila Dickey at six percent (6%) per annum. Interest on the note is due in monthly installments and the principal matures February 9, 2003. The note is secured by receivables from the direct sale of cookbooks, from the TV Series, Jane Butel’s Southwestern Kitchen .Equipment

~~On November~~Property ~~28,~~and ~~2001~~equipment ~~the~~is ~~company~~stated ~~entered~~at ~~into a note for $27~~cost,~~000~~ ~~payable~~less toaccumulated ~~James Dickey~~depreciation. The ~~This~~Company ~~note~~follows isthe apractice ~~demand~~of ~~note.~~capitalizing ~~The~~property ~~company~~and ~~agreed~~equipment topurchased ~~pay~~over $51,500.00 Depreciation ~~per~~expense ~~cookbook of~~is recognized using the ~~Jane Butel’s~~straight-line ~~Southwestern~~method ~~Kitchen~~based ~~until~~upon ~~the full~~estimated ~~amount~~useful ~~has~~lives ~~been~~(automobile ~~paid~~- 5 years; brewing equipment – 7 years).

OnFair ~~August 19,~~Value 2003, a “Settlement and Mutual Release” was signed between the parties in the suit that was filed January 24, 2003 in Second Judicial District Court, Bernalillo County, New Mexico by James Allen Dickey and Lila Dickey seeking a judgement in the amount of ~~$127,000~~Financial ~~plus interest. The Company borrowed such sums in 2001.~~ Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Segment Information

The Company currently operates in one business segment. As of September 30, 2008, no significant activity has occurred outside of the Freedom Wireless Corporation line of business and TMT Capital.

Stock Based Compensation

Prior to 2006, The Company had accounted for stock options issued to non-employees, under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation (“SFAS No. 123”). The Company’s issuance of employee stock options had been accounted for using the intrinsic value method under APB Opinion No. 25, “Accounting for Stock issued to Employees” (“APB 25”). SFAS No. 123 as amended by Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation -- Transition and Disclosure” required the Company to provide pro forma information regarding net earnings and earnings per common share as if compensation cost for the Company’s stock options had been determined in accordance with the fair value based method prescribed in SFAS No. 123.

~~Note~~NOTE 4 1 - ~~Notes~~NATURE ~~Payable~~OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (~~con’t~~Continued)

AStock ~~summary of~~Based ~~the~~Compensation ~~settlement is as follows:~~(continued)

In December 2004, APB 25 and SFAS No. 123 were replaced by Statement of Financial Accounting Standards No. 123 (Revised) (“Statement 123(R)”) which is effective for all accounting periods beginning after December 15, 2005. We have adopted Statement 123(R) effective on January 1, 2006 and we now recognize an expense for the fair value of our unvested outstanding stock options. Statement ~~Total~~123(R) required the Company to select one of ~~$137~~three transition methods; prospective,~~500~~ retroactive and modified prospective. The Company has elected to use the modified prospective transition method. Under the modified prospective method, compensation cost, for all grants after the effective date, is ~~due~~recognized ~~with~~for ~~attorney~~the ~~fees~~fair ~~and~~value ~~past~~of ~~due~~all ~~interest~~share based award grants as those grants vest. Additionally the portion of outstanding awards for which the requisite service has not been rendered, is recognized as compensation expense based upon the grant-date fair value of those awards as calculated under the original provisions of SFAS 123 “Accounting for Stock-Based Compensation.”

2.Net ~~Interest~~Loss toper ~~accrue~~Common ~~at 6% on the original debt of $100,000, 10% on $19,500, and no interest on the attorney fees and past due interest.~~Share

3Basic and fully diluted income or loss per share is computed on the basis of the weighted average number of common shares outstanding. For ~~The~~all periods for which the Company ~~owes~~incurred $2losses, all of the Company's common stock equivalents were excluded from the calculation of diluted loss per ~~book~~common ~~royalty~~share ~~until~~because ~~$125,578~~they were anti-dilutive.77 At isSeptember ~~paid~~30, ~~then~~2008 $5and December 31, 2007 there were vested options outstanding to purchase 18,150,000 and 20,150,000 common shares, respectively, which may dilute future earnings per ~~book~~share. At ~~until~~September ~~$300~~30, 2008 and December 31, 2007 there were non-vested options outstanding to purchase 1,000,000 isand ~~paid~~2,000,000, respectively, common shares which may dilute future earnings per share. Additionally, warrants to purchase 17,617,999 shares of common stock which may dilute future earnings per share remained outstanding with various investors.

4.Revenue ~~Monthly payment of $610 per month in interest beginning September 15, 2003 and continuing until August 15, 2005 when all remaining debt is due.~~Recognition

5The Company plans to generate revenue primarily via providing voice, data, video, and text services. These ~~Mutual~~services ~~release~~are intended to be provided on a monthly basis, Revenue for these services will be recognized ratably over the service period. The Company also intends to provide for the direct sale of ~~any~~certain ~~and~~wireless ~~all~~handsets. The ~~other~~revenue ~~claims~~from the sale of the handsets will be recognized when the product has been shipped to the customer.

~~The settlement~~Research ~~was recorded in the financial statements by recording the attorney fees in the amount of $13,000~~ and ~~reducing~~Development ~~the remaining balance of the note in the amount of $2,500 reflecting a net increase of $10,500 to agree with the settlement. The royalty in the amount of $2 is expensed as the books are sold.~~ Costs

~~The Company~~Research ~~entered~~and indevelopment acosts ~~note~~are ~~with~~expensed ~~Janet~~as ~~E Freeman Trust in August 2002 in the amount of $25,000~~incurred. ~~The note carries interest at the rate of 10% and matured in February 2003.~~

The Company signed a promissory note with James Terrell in October 2003 for $50,000. The note is a demand note and carries an interest rate of 6%. The note is expected to be retired through a warrant agreement signed with Mr. Terrell.Concentrations

AsNone ~~of December 31, 2004, the company is also indebted to two unrelated individuals and an unrelated company for $10,000, $4,000 and $2,000 respectively.~~currently

ANet ~~summary of~~Gain ~~the~~on ~~notes~~Settlement ~~payable~~of ~~shown as current and long-term is as follows:~~Litigation

~~James Allen~~During ~~Dickey~~July 2008, the company resolved two lawsuits. The first involved our creditor Dutchess which had acquired a note payable from another creditor. The Company agreed to a settlement of $350,000, resulting in a gain on settlement of $147,496 relating to the reduction of principal and ~~Lila Dickey~~ accrued interest. The second involved our creditor, 21st Century. The Company agreed to a settlement of $ ~~-0-~~ 500,000, resulting in a gain on settlement of $ ~~106~~380,~~329~~400 relating to the reduction of principal and accrued interest.

~~Janet~~During ~~E Freeman~~2007, ~~Trust 25~~the Company settled two lawsuits. The first involved an investment made by Mercatus for the purchase of the Company’s common stock in 2005. The Company issued the stock but the investors never paid the $3,375,000 ~~-0-~~ as agreed. As part of the settlement with Mercatus, Mercatus paid the Company $510,000 and agreed to return the stock certificates. As of December 31, 2007, Mercatus has paid the $510,000 cash, but has only returned 5,000,000 shares. Mercatus must return the remaining 5,000,000 shares or the Company could further litigate.

~~James Terrell 50~~In an unrelated matter, the Company agreed to repay two investors $5,000 per month for 12 months and $7,500 for an additional 12 months to retire theirs shares.

Unrelated Individuals and Company 16,000 -0-

$ 91,000 $ 106,329

Future maturies of long-term debt is as follows:

Years Ended:

June 30, 2005 $ 91,000

June 30, 2006 _106,329

$197,329

Note 5 - Related Parties

There exist related party relationships with Jane Butel in the form of a Note Payable in the amount of $251,178 and principal stockholder and officer.

~~Note~~NOTE 6 2 - ~~Lease~~FINANCING ARRANGEMENTS

~~The Company’s~~Note ~~subsidiary~~Payable ~~Tex-Mex~~– ~~entered~~Officer ~~into~~(Short a lease agreement with the LaPosada Hotel in Albuquerque, New Mexico for 2,900 square feet office and cooking school space. The lease was originally signed in June 1997 and covered the term from July 1, 1997 to June 30, 2002 at the rate of $1,500 per month. The Company is in the process of renewing the lease with the new owners of the La Posada Hotel, who took over April 1, 2004. New corporate headquarters were established March 1, 2004 with the Simms Building, Inc., a New Mexico Corporation, on the 12th of January for $4,500 per month for three years. The lease is subject to annual adjustment indexed to the CPI. A deposit of $4,500 was paid in January and the entire amount of the lease is $162,000. The lease for 3,684 usable square feet, known as Suite 750, went into effect March 1, 2004.Term)

~~Note~~The ~~7 -~~Bootie ~~Barter Transactions~~Beer Company, subsidiary had note payable to the Chief Executive Officer requiring monthly payments of $8,000 (principal and interest) from July 29, 2005 through December 31, 2005, and monthly payments of $32,640 from January 29, 2006 through July 29, 2007. The balance outstanding at September 30, 2008 and December 31, 2007 was $417,022 and $417,022, respectively. In 2006, as part of a renegotiation, TMT guaranteed this note and is now jointly liable for the balance with Bootie. .

InNote ~~August 2000~~Payable ~~the~~- ~~Company~~Officer ~~entered~~(Long ~~into~~- an agreement with an unrelated contractor under which the Company received web site development services in exchange for the Company running promotional mentions on its America One television series. The Company began broadcasting the promotional mentions in December 2001 and they will continue to run on the remaining shows of the series through November 2003. The contractor completed its website development in the spring of 2002. The Company consulted APB 29 which provides that such transactions be recorded at the fair value of the assets or services given or received, whichever is more clearly evident. Since the Company had no method of determining the value of the promotional mentions it provided, it did not recognize any income or expense from this transaction until the promotional mentions began running and the website was substantially completed, which occurred during the spring of 2002. The Company amortized the $78,320 from December 1, 2001 to November 1, 2003.. The Company has amortized $78,320 on the cost of the website leaving a net asset value of $0 as of December 31, 2004. Term):

In April 2008, TMT executed a new Note ~~8 -~~Payable ~~Commitment~~with the Chief Executive Officer of the Company. The amounts due under the Note accrue interest at 15% and ~~Contingencies~~are payable in April 2010. The balance outstanding on this note at September 30, 2008 and December 31, 2007 was $271,662 and $0, respectively.

~~The Company’s~~Convertible subsidiary Tex-Mex reached a settlement agreement with Peppercreek Farms Inc. in a court case in Oklahoma City, Oklahoma. The settlement agreement calls for a payment of $13,600 to be paid by January 5, 2003. Debentures

~~ITEM~~On 2June 6, 2005, we issued convertible debentures of $710,000 to 21st Century Technologies. ~~MANAGEMENT’S~~ The ~~DISCUSSION~~purchaser ~~AND~~of ~~ANALYSIS~~the OFconvertible ~~RESULTS~~debentures OFis entitled to convert the face amount of the debentures plus accrued interest into our common stock at 100% of the average closing bid prices on the day of conversion. ~~OPERATIONS~~The ~~AND~~debenture ~~LIQUIDITY~~is ~~AND~~only ~~CAPITAL~~convertible ~~RESOURCES~~at 1/12th of the Face Amount after twelve months from the issuance date. The convertible debentures shall pay 8% cumulative interest in cash or common stock, at the purchaser's option, at the time of each conversion. The debentures are payable on June 6, 2008. In July, 2008, the Company reached a settlement with the creditor for a total amount due, including interest, of $500,000. The balance of this debenture as of September 30, 2008 is $500,000.

~~Three Months~~On ~~Ended~~June ~~December~~10, 312005, ~~2004~~we ~~compared~~issued convertible debentures of $256,105 to ~~2003~~Jane Butel, an individual. The purchaser of the convertible debentures is entitled to convert the face amount of the debentures plus accrued interest into our common stock at 100% of the average closing bid prices on the day of conversion. The debenture is only convertible at 1/24th of the Face Amount after twelve months from the issuance date. The convertible debentures shall pay 6% cumulative interest in cash or common stock, at the purchaser's option, at the time of each conversion. The debentures are payable on June 10, 2008. The balance of this debenture as of September 30, 2008 is $165,452. This loan was acquired by another creditor of the Company, Dutchess. In July, 2008, the Company reached a settlement with Dutchess for a total amount due, including interest, of $50,000.

~~RESULTS OF~~2006 ~~OPERATIONS:~~6% Convertible Debenture

On September 20, 2006 we entered into a Securities Purchase Agreement (SPA) with a number of investors for the sale of, in the aggregate, $2,000,000 of convertible debentures and 20,000,000 warrants to purchase the Company’s common stock. Related ~~REVENUES~~to this SPA, on September 20, 2006 and November 09, 2006, we received cash and issued convertible debentures of $700,000 and $600,000, respectively, to various investors. Each debenture matures three years after the date of execution. The holder of the convertible debenture can convert the face value of the convertible debentures plus accrued interest into shares of our common stock at a variable price equal to the lesser of $0.082 per share or 50%-60% of the lowest three trading prices for the stock during the twenty trading days prior to the issuance of the conversion notice. The convertible debentures shall pay 6% interest, payable in cash or common stock, when the debenture is converted or becomes due. The holder of the debenture also receives a warrant to purchase ten (10) shares of the Company’s common stock for each dollar invested in the debenture offering, 7,000,000 warrants on September 20, 2006 and 6,000,000 warrants on November 9, 2006. All of the warrants have an exercise price of $0.20 per share and have a term of seven years from the date of issuance.

The Company’s ~~revenues~~paid ~~for~~The ~~the~~National ~~three~~Investment ~~months ended December 31~~Resources, ~~2004~~LLC ~~were~~(NIR) ~~$51,184~~a ~~as compared~~brokerage tofee of $8635,~~292 for the three months ended December 31, 2004~~000. The ~~Publicity releases~~amount ~~were~~paid ~~mailed, follow-up was completed, and the sales did pick up for 2005, but not soon enough~~ to ~~help~~NIR in ~~this~~connection ~~quarter.~~with ~~Publicity included stories in~~ the ~~New~~Debentures Mexico Journey, AAA magazine; Intermezzo magazine; Pen and Fork Newsletter, Gayout’s Guide electronic listing of our Scottsdale Cooking School as the best Hotel based Cooking School in the United States, which resulted in newspapers picking up the story. A Press Party was ~~hosted~~capitalized ~~by the Fairmont Scottsdale Princess~~ and ~~the~~will ~~Scottsdale~~be ~~Convention~~charged ~~and~~to ~~Business~~interest ~~Bureau~~expense inover ~~New York City to publicize~~ the ~~Satellite Cooking School in Scottsdale. Additional links were made with www.Foodreference.com, www.cheap~~three-~~discount-mexico-cruises.com, www.cruisetaker.com, www.guidelinecaribbean.com, www.find-cruise-vacations.com, www.find-texas-cruises.com, www.Farimont.com/Scottdale~~year ~~and~~term ~~rack cards~~of ~~are now placed in New Mexico visitors Centers and in~~ the ~~Fairmont Scottsdale~~Debentures ~~Princess.~~on ~~Promotions~~a ~~were~~straight ~~started~~line ~~with~~basis ~~Google~~as ~~and the website was enhanced, leading to strong December sales of $26,288 compared with 2003 of $51,153 . However these sales were for schools in 2005 and not recognized in~~ this ~~quarter.~~approximates ~~Publicity has traditionally been~~ the ~~strongest~~effective ~~drive~~interest ~~behind sales~~method. ~~Weeklong~~ The ~~class~~amount ~~sales~~of ~~were~~this ~~$5,790~~capitalized ~~for~~debt ~~the~~acquisition ~~quarter~~cost ~~ending~~charged ~~December~~as ~~31,~~interest during ~~2004, compared to $12,610 in 2003. Weekend class sales for~~ the ~~quarter~~nine ~~ending~~months ~~December 31,~~ended ~~2004~~September ~~were $32~~30,~~417~~ ~~compared~~2008 towas $258,~~655 in 2003~~750. The Lanet ~~Posada~~proceeds ~~hotel~~after ~~where~~deducting ~~the Cooking~~these ~~School~~brokerage isfees, ~~housed~~ and ~~convention~~other ~~business~~expenses, were ~~also~~utilized ~~reportedly down in Albuquerque~~ for ~~this~~working ~~past quarter~~capital.

b.NOTE ~~EXPENSES~~2 - FINANCING ARRANGEMENTS (Continued)

~~(1)~~Convertible ~~Cost~~Debentures of Sales for the three months ended December 31, 2004, were $18,695 compared to $32,020 for the three months ended December 31, 2003. The higher cost of sales in 2003 was due primarily to higher discounts used to secure sales.(continued)

~~(2)~~In ~~General~~accounting for the Debentures and ~~Administrative~~the warrants described above the Company considered the guidance contained in EITF 00-19, "Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled In, a Company's Own Common Stock," and SFAS 133 “Accounting for Derivative Instruments and Hedging Activities.” In accordance with the guidance provided in EITF 00-19, the Company determined that the conversion feature of the convertible debentures represents an embedded derivative since the debenture is convertible into a variable number of shares based upon the conversion formula which could require the Company to issue shares in excess of its authorized amount. The convertible debentures are not considered to be “conventional” convertible debt under EITF 00-19 and thus the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability.

~~Total expenses~~The ~~for~~Company is required to measure the ~~quarter~~fair ~~ended~~value ~~December~~of ~~31,~~the ~~2004~~warrants ~~were~~and ~~$404,584~~the ~~compared~~embedded conversion feature to ~~$200,176~~ ~~for~~be calculated using the ~~quarter~~Black-Scholes ~~ending~~valuation ~~December~~model ~~31,~~on ~~2003~~the date of each reporting period until the debt is extinguished. The ~~most~~Company ~~significant~~allocated ~~factors were~~the ~~consulting~~proceeds ~~fees~~from ~~realized~~the ~~for~~sale ~~past~~of ~~work~~the ~~done~~Debentures ~~for~~between the ~~spice~~relative ~~business~~fair ~~and~~values at the date of origination of the sale for ~~legal~~ the warrants, embedded derivative and ~~accounting~~the ~~work~~debenture. The ~~done~~fair invalue ~~connection~~of ~~with~~the awarrants ~~forthcoming~~was ~~SB2.~~calculated Inby ~~addition to~~using ~~these~~the ~~extra~~Black-Scholes ~~ordinary~~valuation ~~expenses~~model with the following assumptions: (i) 7,000,000 ~~there~~and ~~were~~6,000,000 ~~increased~~warrants ~~occupancy~~at ~~costs~~market price of common stock on the date of sale of $0.11 and $0.09 per share, ~~payroll~~respectively, ~~impairment~~ ~~expenses~~exercise price of $0.20, risk-free interest rate of 4.95% and ~~depreciation~~4.63% respectively, expected volatility of 300-315% and ~~amortization~~expected ~~expenses~~life of seven years. The Anrelative ~~additional corporate~~fair ~~office~~value ~~space~~of ~~was~~the ~~leased~~warrants tototaled ~~house~~$642,326 ~~additional~~and ~~staff~~was recorded as a reduction to ~~develop additional~~the ~~marketing~~Debenture liability and ~~infrastructure~~will ~~for~~be ~~divisional~~amortized ~~operations.~~over Athe ~~comptroller and~~loan ~~marketing~~period and ~~sales~~charged ~~manager~~to ~~were~~interest ~~hired~~expense. The ~~and~~portion of the ~~CEO~~relative ~~began~~fair ~~taking~~value aof ~~salary this~~the ~~calendar~~warrants ~~year.~~charged ~~The~~to ~~adjustments~~interest inexpense, ~~depreciation~~using ~~and~~the ~~amortization~~effective ~~are~~interest ~~related to~~method, ~~non-cash~~for ~~assets~~the three months ended September 30, 2008 was $43,818.

The fair value of the embedded conversion feature allocated to the Debentures liability was based on the Black-Scholes valuation model with the following assumptions: (3i) ~~Income~~the ~~Tax~~market price of the common stock on the date of sale of $0.11 and $0.09 per share, respectively, (ii) the conversion equal to 50% of the market price, (iii) the risk free interest rate of 4.95% and 4.63% respectively (iv) expected volatility of 300% - 315% and (v) expected life of three years. The relative fair value of the embedded conversion feature of $657,673 was recorded as a reduction to the Debenture liability and will be amortized over the loan period and charged to interest expense. The portion of the fair value of the embedded conversion feature charged to interest expense, using the effective interest method, for the three months ended September 30, 2008 was $44,170.

~~For~~September ~~the quarter~~2006 ~~ended December 31, 2004 the company recorded an income tax benefit of $372,095 compared to a tax benefit of $102,405 for the three months ended December 31, 2003.~~Issuances


Convertible Secured Debentures due September 20, 2009: 6% per annum	$	700,000
Common Stock Warrant liability	$	(366,657	)
Embedded derivative liability	$	(333,343	)
Convertible Debenture as the date of sale	$	––
Amortization of discount on warrants & embedded feature as of September 30, 2008	$	150,879
Conversion of debentures through September 30, 2008,	$	––
Convertible Secured Debenture Liability as of September 30, 2006	$	150,879
Embedded Derivative Liability		700,000
Convertible Secured Debentures and Fair Value of Embedded Derivative Liability	$	850,879

~~Net Loss~~NOTE 2 - FINANCING ARRANGEMENTS (Continued)

~~The Company~~Convertible ~~experienced~~Debentures a net loss of $372,095 for the quarter ended December 31, 2004 compared to a net loss of $102,405 for the quarter ended December 31, 2003. The increased loss is due to the establishment of a corporate office, consulting expenses in connection with the SB2 filing and past work done for the spice division and increased payroll and increased depreciation.(continued)

c.November ~~Earnings~~2006 ~~per Share~~Issuances

For the three months ended December 31, 2004, the Company recorded a net loss per share of $0.02 compared to no net loss per share for December 31, 2003.


Convertible Secured Debentures due November 09, 2009: 6% per annum	$	600,000
Common Stock Warrant liability	$	(275,669	)
Embedded derivative liability	$	(324,331	)
Convertible Debenture as the date of sale	$	––
Amortization of discount on warrants & embedded feature as of September 30, 2008	$	102,069
Conversion of debentures through September, 2008	$	––
Convertible Secured Debenture Liability as of September 30, 2008	$	102,069
Embedded Derivative Liability		600,000
Convertible Secured Debentures and Fair Value of Embedded Derivative Liability	$	702,069

~~Six Months~~Total ~~Ended~~– ~~December~~2006 ~~31,~~Convertible ~~2004~~Secured ~~compared to 2003~~Debentures

~~RESULTS OF~~Convertible ~~OPERATIONS:~~Secured Debentures and Fair Value of Embedded Derivative Liability $ 1,552,948

The Company will continue to measure the fair value of the warrants and embedded conversion features at each reporting date using the Black-Scholes valuation model based on the current assumptions at that point in time. This calculation has resulted in a fair market value significantly different than the previous reporting period. ~~REVENUES~~The increase or decrease in the fair market value of the warrants and embedded conversion feature at each period will result in a non-cash income or loss to the other income or loss line item in the Statement of Operations along with a corresponding change in liability.

The Company’s ~~revenues~~uses ~~for~~the Black-Scholes valuation model to measure the ~~six~~fair ~~months~~value ~~ended~~of ~~December~~warrants 31on the date of each reporting period until the debt is extinguished. On September 30, ~~2004~~2008, ~~were~~the fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: (i) 7,000,000 and 6,000,000 warrants at market price of common stock on the date of measurement of $~~112~~0.002 per share,~~727 compared~~ toexercise price of $0.20, a risk-free interest rate of 2.98%, expected volatility of 580% and expected life of 5.00 years. The fair value of the warrants was $26,000 at September 30, 2008, a decrease of $4,133,~~839~~999 ~~for~~from the ~~six~~$4,159,999 ~~months~~recorded ~~ending~~as of December 31, ~~2003~~2007. This decrease of the fair value of the warrants was credited to the Statements of Operations as a reduction to the Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability and reduced the Condensed Balance Sheet: Common Stock Warrants Liabilities.

bLikewise the Company is also required to measure the fair value of the embedded conversion feature allocated to the Debentures liability based upon the Black-Scholes valuation model on the date of each reporting period. ~~EXPENSES~~On December 31, 2007 the fair value of this feature was based on the following assumptions: (i) the market price of the common stock on the date of measurement of $0.375 per share and (ii) the conversion price of 50% of the market price. The fair value of the embedded conversion feature was $1,300,000, no change in value from the $1,300,000 recorded at December 31, 2007. Any change to the fair value of the embedded conversion feature would be charged to the Consolidated Statements of Operations expensed as Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability and was credited to the Embedded Derivative Liability.

~~(1)~~Upon ~~COST~~full OFpayment ~~SALES~~of ~~for~~ the ~~six~~Debentures ~~months~~(through ~~ended~~repayment ~~December~~or ~~31,~~conversion ~~2004 were $31,365 compared~~ to ~~$49,439~~equity) ~~for~~ the ~~six~~fair ~~months~~value ~~ended December 31, 2003. The higher cost~~ of ~~sales~~the inwarrants ~~2003~~on ~~was~~that ~~due~~date ~~primarily~~will tobe ~~higher~~reclassified ~~discounts used~~ to ~~secure sales and lower revenue in 2004~~equity.

~~(2)~~During ~~GENERAL~~February ~~AND~~2007, ~~ADMINISTRATIVE~~an ~~expenses~~unrelated ~~were~~party provided the Company with a $~~618~~100,~~987~~000 ~~for~~advance. ~~the~~The ~~six~~advance ~~months~~has ~~ended~~no ~~December~~set 31repayment date, ~~2004~~but ~~compared~~does require the Company to ~~$262,775~~repay the lender with proceeds from the Company’s Regulation S offering to overseas investors. As compensation for this advance, the ~~six~~Company ~~months~~agreed ~~ended~~to ~~December~~give 31the lender warrants to purchase 1,000,000 ~~2003~~shares of the Company’s common stock at $0.001 per share, exercisable over a five year period. The ~~most~~Company ~~significant~~measured ~~factors~~the inrelative ~~this~~fair ~~increase~~value ~~were~~of ~~increased~~the ~~occupancy~~warrants ~~costs,~~calculated ~~payroll,~~using ~~impairment~~the ~~expenses~~Black-Scholes valuation model on the date of grant using a market price of $1.90, ~~and~~an ~~depreciation~~interest rate of 4.67% and ~~amortization~~a ~~expenses~~volatility of 356%. ~~While~~The werelative ~~have~~fair ~~experienced~~value of the ~~costs~~warrants ~~anticipated~~at inception was $95,000 ~~the~~and ~~sales~~was ~~have~~recorded ~~not~~as ~~been~~a ~~achieved~~discount ~~due~~to the liability and credited to ~~lack~~common ofstock ~~funding~~warrant ~~for~~liability. ~~marketing~~This ~~projects~~amount was amortized over ten months and charged as interest expense using the straight line method.

(3) INCOME TAX for the six months ended December 31, 2004 were a benefit of $537,625 compared to $178,375 for the six months ended December 31, 2003.

NET LOSS

The Company experienced a net operating loss of $537,625 for the six months ended December 31, 2004 compared to $178,375 for the six months ended December 31, 2003. The increased loss is due to the establishment of a corporate office, increased payroll and increased depreciation and the sales programs not being in place yet due to lack of funding.

C. EARNINGS PER SHARE

For the six months ended December 31, 2004, the Company recorded a net loss per hare of $0.02 compared to a net loss per share of $0.01 for the six months ended December 31, 2003.

~~LIQUIDITY AND~~NOTE ~~CAPITAL~~2 ~~RESOURCES~~- FINANCING ARRANGEMENTS (Continued)

WeConvertible ~~have not~~Debentures had a consistent record of earnings and positive cash flow due to several factors, including the general reduction in travel after 9/11/01 and the investments we made in production of our videos, websites and television show. As of December 31, 2004 our liabilities were $601,514 and our assets were $252,833.(continued)

~~Agreements~~ Until the debt is retired, the Company uses the Black-Scholes valuation model to measure the fair value of warrants on the date of each reporting period. On September 30, 2008, the fair value of the warrants was calculated by using the Black-Scholes valuation model with ~~21st~~the ~~Century~~following ~~Technologies~~assumptions: (i) 1,000,000 ~~Inc~~warrants at market price of common stock on the date of measurement of $0.002 per share, exercise price of $0.55, a risk-free interest rate of 2.98%, expected volatility of 580% and expected life of 3.5 years. The fair value of the warrants as of September 30, 2008 was $2,000, a decrease of $317,996 from the $319,996 fair value recorded at December 31, 2007. This decrease of the fair value of the warrants was credited to the Statements of Operations as an decrease to the Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability and reduced the Condensed Balance Sheet: Common Stock Warrants Liabilities.

~~21st Century~~Notes ~~Technologies, Inc., a business development company, has provided us with funding and assistance pursuant to several agreements.~~Payables

~~During the~~Note ~~quarter~~Payable ~~ended~~– March ~~31, 2004 a shareholder, 21st Century Technologies, Inc. contributed $150,000 to our capital.~~2007

OnDuring ~~April~~March 2007, ~~23,~~ ~~2004~~three ~~the~~unrelated ~~company~~parties entered into aan ~~warrant~~ agreement ~~with~~to ~~21stCentury Technologies,~~loan ~~Inc. Under~~ the ~~agreement~~Company $250,000 ~~21st~~for ~~Century~~90 days, with interest at ~~its~~twelve ~~discretion~~percent per annum, ~~will advance~~due at maturity. As an inducement to the lenders, the Company analso ~~additional~~agreed ~~$200,000,~~to asprovide isthe ~~seasonably~~lenders ~~and~~with ~~reasonably requested~~(A) one (1) share of common stock for each dollar provided by the ~~company.~~loan Inand ~~consideration~~(B) a warrant to purchase a number of ~~such~~shares ~~advances,~~of the Company’s ~~will issue~~common stock equal to ~~21st~~the ~~Century~~dollar ~~one~~value ~~warrant~~provided ~~for~~by ~~each~~the loans, with a per share exercise price of $12.00 ~~advanced~~and toexercisable ~~the~~for ~~Company pursuant~~five toyears from the ~~Warrant~~date ~~Agreement.~~of ~~Each~~the ~~warrant~~loan. The isCompany ~~convertible~~measured inthe ~~to unrestricted~~relative ~~stock~~fair value of the ~~Company~~warrants ~~six~~calculated ~~months~~using ~~from~~the Black-Scholes valuation model on the date of ~~issuance~~grant using a market price of ~~each~~ $2.00, an interest rate of 4.43% and a volatility of 357%. The relative fair value of the warrants at inception was $166,663 and was recorded as a discount to the liability and credited to common stock warrant liability. This amount was be amortized over three months and charged as ~~follows:~~interest expense using the straight line method.

1/Until ~~Share Price~~the asdebt ofwas ~~Conversion~~retired, ~~Date~~the ~~Pursuant~~Company used the Black-Scholes valuation model to measure the fair value of warrants on the date of each reporting period. This ~~Agreement~~debt was retired on June 20, 2007. On that date, the fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: 249,999 warrants at market price of common stock on the date of measurement of $0.32 per share, exercise price of $2.00, a risk-free interest rate of 5.05%, expected volatility of 385% and expected life of 4.75 years. Based upon these assumptions, the fair value on the date the debt was retired was $74,995, which per FAS 133 is classified as equity and was credited to Additional paid in capital.

The ~~resulting~~ ~~value~~remaining ~~shall then be multiplied by 3 to determine the number of unrestricted shares to be issued per~~ warrant ~~upon~~liability ~~the event~~ of ~~exercise.~~$349,975 Awas ~~copy of~~eliminated ~~the~~and ~~Warrant~~there ~~Agreement~~was isan ~~filed~~equal ascredit ~~Exhibit 10.1~~ to the ~~quarterly~~Net ~~report~~Change ~~for the~~in ~~period~~Fair ~~ending~~Value ~~March~~of ~~31,~~Common ~~2004.~~Stock ~~Warrants~~Warrant ~~for~~and ~~the~~Embedded ~~additional~~Derivative ~~$200,000 have been issued as of September 30, 2004~~Liability.

~~On September~~Note ~~15,~~Payable ~~2004~~– ~~the~~June ~~company entered into an additional warrant Agreement with 21st Century Technologies, Inc. Under this agreement, 21st Century, at its discretion, will advance maintenance monies to the company.~~2007

~~The agreement~~During ~~stipulates~~June ~~that~~2007, notwo ~~new~~unrelated ~~issuance~~parties ofentered ~~shares,~~into ~~warrants~~an oragreement ~~options~~to ~~will~~loan ~~be issued by~~ the ~~corporation~~Company $257,644 for a90 ~~period~~days, ofwith ~~one~~interest ~~year~~at ~~unless~~twelve ~~approved~~percent inper ~~writing~~annum, ~~by 21st~~due ~~Century~~at maturity. As ~~Warrants~~an ~~issued~~inducement ~~under~~to ~~this~~the ~~letter~~lenders, ~~agreement~~the ~~carry~~Company ~~the~~also ~~same~~agreed ~~rights, terms~~to ~~and~~provide ~~provisions~~the aslenders ~~provided~~with in(A) ~~the~~a ~~original~~total ~~warrant~~of ~~agreement~~600,000 ~~except~~shares ~~that the~~of ~~conversion~~common ~~into~~stock ~~our~~and ~~common~~(B) ~~stock~~a ~~will~~total beof ~~based~~600,000 onwarrants ~~the~~to ~~original~~purchase ~~formula multiplied~~shares byof ~~four~~the ~~(4)~~Company’s ~~versus~~common ~~three~~stock, ~~(3)~~with ~~conversion~~a asper ~~specified~~share inexercise ~~the~~price ~~original warrant~~of ~~agreement~~$0.30 ~~Warrants~~(market ~~will~~price beon ~~convertible~~the ~~and~~date ~~will~~of ~~have~~the aloan) ~~three~~and ~~year expiration~~exercisable for five years from the date of ~~due~~the ~~issuance~~loan. The ~~Corporation~~Company ~~also~~measured ~~agreed~~the torelative ~~amend the~~fair ~~original~~value ~~warrant~~of ~~agreement~~the towarrants ~~reflect~~calculated anusing ~~expiration~~the ofBlack-Scholes ~~three~~valuation ~~year~~model ~~from~~on the date of ~~due~~grant ~~issuance.~~using Asa ofmarket ~~September~~price of $0.30, ~~2004~~an ~~the~~interest ~~company~~rate ~~received$34,629~~of 5.~~83 under~~05% ~~the~~and ~~September~~a ~~15,~~volatility ~~2004~~of ~~warrant agreement~~385%. The Arelative ~~copy~~fair value of the ~~letter~~warrants ~~agreement is~~at ~~filed~~inception was $105,966 and was recorded as ~~Exhibit~~a ~~10.5~~discount to the ~~Company's~~liability ~~annual~~and ~~report~~credited onto ~~Form~~common ~~10-KSBfor~~stock ~~the year~~warrant ~~ended~~liability. This ~~June~~amount ~~30,~~was ~~2004~~amortized over three months and charged as interest expense using the straight line method.

~~In addition,~~NOTE ~~the~~2 ~~company~~- ~~has~~FINANCING ~~the~~ARRANGEMENTS ~~following~~(Continued) ~~arrangements with 21st Century Technologies, Inc. or its affiliates:~~

~~On November~~Notes 1,Payables ~~2003~~– weJune ~~entered~~2007 into a consulting agreement with James B. Terrell, an affiliate of 21st Century Technologies, Inc. Under the agreement, Mr. Terrell is to provide us with consulting services until November 1, 2004. We agreed to pay Mr. Terrell for such services by issuing him a warrant to purchase1,000,000 shares of our common stock for $.05 per share, which warrant expired on November 1, 2004.(continued)

~~In October~~Until ~~2003~~the wedebt ~~issued~~was aretired, ~~promissory~~the ~~note~~Company inused the ~~amount~~Black-Scholes ofvaluation ~~$50,000~~model to ~~21st Century~~measure ~~Technologies,~~the ~~Inc.~~fair ~~Such~~value ~~note~~of ~~provides~~warrants 6%on ~~interest~~the ~~and~~date isof ~~payable~~each reporting period. This debt was retired on ~~demand~~ orJuly 11, if2007. On nothat ~~demand~~date, isthe ~~made~~fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: 600,000 ~~six~~warrants ~~months~~at ~~from~~market price of common stock on the date of ~~the~~measurement ~~note~~of $0.39 ~~21st Century~~per ~~Technologies~~share, ~~Inc~~exercise price of $0.30, ~~has~~a ~~agreed~~risk-free ~~that~~interest ~~such~~rate ~~note~~of ~~will~~4.98%, beexpected ~~considered~~volatility ~~paid~~of ~~in full~~387% inand ~~the~~expected ~~event~~life of 4.93 years. Based upon these assumptions, the ~~Company~~fair ~~issues~~value on the ~~shares~~date tothe ~~James~~debt ~~Terrell~~was ~~pursuant~~retired was $236,997, which per FAS 133 is classified as equity and was credited to ~~the~~ Additional paid in capital. The remaining warrant ~~issued~~liability of $215,997 was eliminated and there was an equal credit to ~~him~~the Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability.

WeNote ~~are seeking~~Payable ~~$500,000~~–July to assure our ability to pay off our current contractual obligations, including a defaulted loan that was restructured. We are also seeking to raise $1,500,000 to $2,000,000 in equity capital to introduce additional products and services. However, we have no definitive financing arrangements and there can be no assurance that any new capital would be available to us or that adequate funds for our operations either whether from our revenues or from new investors, will be available when needed or on terms satisfactory to us. The failure to obtain adequate additional financing may require us to curtail or scale back some or all of our current operations, and delay or eliminate our ability to introduce proposed new products and services.2007

WeDuring ~~may even~~July be2007, ~~required~~three unrelated parties entered into an agreement to ~~cease~~loan ~~operations~~the ~~entirely~~Company in$250,000 for 90 days, with interest at twelve percent per annum, due at maturity. As an inducement to the ~~event~~lenders, ~~that~~the weCompany doalso ~~not generate~~agreed ~~sufficient~~to ~~funds~~provide the lenders with (A) a total of 750,000 shares of common stock and (B) a total of 750,000 warrants to purchase shares of the Company’s common stock, with a per share exercise price of $0.50 and exercisable for five years from ~~operations~~the date of the loan. The Company measured the relative fair value of the warrants calculated using the Black-Scholes valuation model on the date of grant using a market price of $0.39, an interest rate of 4,98% and ~~investment~~a volatility of 387%. The relative fair value of the warrants at inception was $135,583 and was recorded as a discount to ~~cover~~the ~~our~~liability ~~short~~and ~~term capital~~credited ~~needs~~to common warrants at inception was $135,583 ~~including~~and ~~contractual~~was ~~obligations~~recorded (as ~~stated~~a ~~above)~~discount ~~due~~to inthe ~~less than~~liability ~~one~~and ~~year~~credited to common stock warrant liability. This ~~Any~~amount ~~additional~~was ~~equity~~be ~~financing~~amortized ~~may~~over ~~involve~~three ~~substantial~~months ~~dilution to~~and ~~our~~charged ~~current~~as ~~shareholders~~interest expense using the straight line method. This loan has been paid in full.

~~BARTER TRANSACTION~~Until the debt was retired, the Company used the Black-Scholes valuation model to measure the fair value of warrants on the date of each reporting period. This debt was retired on November 15, 2007. On that date, the fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: 750,000 warrants at market price of common stock on the date of measurement of $0.30 per share, exercise price of $0.50, a risk-free interest rate of 3.71%, expected volatility of 422% and expected life of 4.66 years. Based upon these assumptions, the fair value on the date the debt was retired was $224,999, which per FAS 133 is classified as equity and was credited to Additional paid in capital. The remaining warrant liability of $209,993 was eliminated and there was an equal credit to the Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability.

~~We exchanged~~Note ~~promotional~~Payable ~~mentions~~– ~~on our America One television series for web site development services from an independent web site developer. The promotional mentions ran from December 2001 to~~ November 2003. The web site was substantially completed in Spring 2002. We recognized $15,692 of Other Income/Barter Revenue in the quarter ended March 31, 2003 and none in the same quarter of 2004. We measured such revenue on the basis of our estimate of the fair market value of the web site we received of $78,320 which we based on our experience in negotiating for web site development services from this and other web site developers on a cash basis. We recognized such income over the period of December 1, 2001 to November 30, 2003, at the rate of 2007

During November 2007, three unrelated parties entered into an agreement to loan the Company $~~188~~250,000 for 90 days, with interest at twelve percent per annum, due at maturity. As an inducement to the lenders, the Company also agreed to provide the lenders with (A) a total of 750,000 shares of common stock and (B) a total of 750,000 warrants to purchase shares of the Company’s common stock, with a per share exercise price of $0.50 and exercisable for five years from the date of the loan. The Company measured the relative fair value of the warrants calculated using the Black-Scholes valuation model on the date of grant using a market price of $0.30, an interest rate of 3.71% and a volatility of 422%. The relative fair value of the warrants at inception was $118,421 and was recorded as ~~each~~ ~~promotional~~a ~~mention~~discount isto ~~broadcast~~the liability and credited to common stock warrant liability. This Weamount dowas ~~not~~amortized ~~anticipate~~over ~~engaging~~three inmonths ~~similar transactions~~and charged as interest expense using the straight line method.

The Company used the Black-Scholes valuation model to measure the fair value of the warrants on the date of each reporting period until the requirement to utilize FAS 133 is eliminated. This debt was retired on January 31, 2008. On that date, the fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: (i) 750,000 warrants at market price of common stock on the date of measurement of $0.32

~~INCOME TAX~~NOTE 2 - FINANCING ARRANGEMENTS (Continued)

~~The Company~~Notes ~~follows~~Payables ~~Statement~~–November of2007 ~~Financial Accounting Standards~~ (~~SFAS~~continued) No. 109 "Accounting for Income Taxes," which requires the establishment of a deferred tax asset and liability for the recognition of future deductions or taxable amounts and operating loss and tax credit carry forwards. Deferred federal income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. In determining whether to establish a valuation reserve for its deferred tax loss assets the Company considered its historic lack of substantial taxable profits, its internal projections concerning future taxable operations, the assumptions underlying such projections and the likelihood of achieving such future taxable operations. The Company determined that there is sufficient uncertainty with respect to its ability to achieve profitable operations in future periods that the Company cannot justify the recording of an income tax asset and, accordingly, the Company established a valuation reserve in the full amount of its deferred tax assets.

~~RELATED PARTY~~per ~~TRANSACTIONS~~share, exercise price of $0.50, a risk-free interest rate of 3.45%, expected volatility of 399% and expected life of 4.50 years. Based upon these assumptions, the fair value on the date the debt was retired was $239,999, which per FAS 133 is classified as equity and was credited to Additional paid in capital.

WeNote ~~have~~Payable ~~a ten~~– ~~year~~February agreement to be exclusive distributor of food and other products produced by Pecos Valley Spice Co., which is owned by Jane Butel and others. We are not required to purchase any minimum amount of product from Pecos Valley and purchase only what we believe necessary to meet anticipated demand. We pay Pecos Valley a fixed price for the products we purchase from them at a level of 50% of our sales price. We held a promissory note from Pecos Valley in the amount of $12,894 which was due on demand or on June 30, 2003. The note has been paid. We did not charge interest on this note.2008

WeDuring ~~owe Jane~~February ~~Butel~~2008, three unrelated parties entered into an agreement to loan the Company $~~222~~250,~~962~~000 for ~~money~~90 wedays, ~~borrowed~~with ~~from~~interest ~~her~~at fifteen percent per annum, due at maturity. As Wean ~~issued~~inducement to the lenders, the Company also agreed to provide the lenders with (A) a ~~promissory~~total ~~note payable~~of on750,000 ~~July~~shares 1of common stock and (B) a total of 750,000 ~~2007~~warrants to purchase shares of the Company’s common stock, with a per share exercise price of $0.50 and exercisable for five years from the date of the loan. The Company measured the relative fair value of the warrants calculated using the Black-Scholes valuation model on the date of grant using a market price of $0.14, an interest rate of 2.66% and a volatility of 434%. The relative fair value of the warrants at inception was $73,944 and was recorded as a discount to the liability and credited to common stock warrant liability. This amount was amortized over three months and charged as interest expense using the straight line method.

6These notes were not repaid as per their original agreements.~~97%~~ The Company negotiated an extension with the lenders to defer repayment of borrowed funds until August 26, 2008. As part of this extension, the Company issued the lenders a total of 24,999,999 common shares.

~~Jane Butel~~The ~~and~~Company ~~her~~uses ~~spouse~~the ~~have~~Black-Scholes valuation model to measure the fair value of the warrants on the date of each ~~guaranteed~~reporting period until the requirement to utilize FAS 133 is eliminated. On September 30, 2008, the fair value of the warrants was calculated by using the Black-Scholes valuation model with the following assumptions: (i) 750,000 warrants at market price of common stock on the date of measurement of $~~113~~0.002 per share,~~250~~ exercise price of ~~our~~$0.50, ~~loans~~a ~~from unaffiliated~~risk-free ~~lenders~~interest ~~which~~rate ~~have~~of ~~been~~2.98%, ~~restructured~~expected ~~after~~volatility of 580% and expected life of 4.3 years. The fair value of the warrants was $1,500 as of September 30, 2008, a ~~default~~decrease of $72,444 from the $73,944 recorded at inception. This decrease of the fair value of the warrants was credited to the Statements of Operations as an decrease to Net Change in Fair Value of Common Stock Warrant and Embedded Derivative Liability and decreased the Condensed Balance Sheet: Common Stock Warrants Liabilities.

~~CRITICAL ACCOUNTING~~Note ~~POLICIES~~Payable ~~AND~~– ~~ESTIMATES~~March 2008

~~The~~During ~~SEC has~~March ~~recently issued Financial Reporting Release No. 60~~2008, ~~"Cautionary~~an unrelated ~~Advice Regarding~~party ~~Disclosure~~entered ~~About~~into ~~Critical~~an ~~Accounting~~agreement Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on those accounting policies considered most critical. A critical accounting policy is one that is both very important to loan the ~~portrayal~~Company ~~of our financial condition and results~~$8,000 ~~and requires~~for 24 ~~management's most difficult~~months, ~~subjective~~with orinterest ~~complex~~at ~~judgments. Typically,~~eighteen percent ~~the~~per ~~circumstances that make these judgments difficult~~annum, ~~subjective and/or~~due ~~complex~~at ~~have to do with the need to make estimates about the effect of matters that are inherently uncertain~~maturity. ~~We believe the accounting policies below represent our critical accounting policies as contemplated by FRR 60.~~

NOTE 3 - SHAREHOLDERS’ EQUITY

Preferred Stock, Series A

The Company has 5,000,000 preferred shares authorized, par value of $.001, and 1,000,000 and 0 shares outstanding as September 30, 2008 and December 31, 2007, respectively.

Shares of Series A Preferred Stock have one hundred (100) votes per share and, except where required by law, shall vote with the Common Stock as a single class upon any matters submitted to the shareholders for a vote, including, but not limited to, the election of directors.

Preferred Stock, Series B

The Company has 20,000,000 preferred shares authorized, par value of $.001, and 0 and 0 shares outstanding as September 30, 2008 and December 31, 2007, respectively.

Common Stock

The Company has 200,000,000 shares of common stock authorized and 195,788,694 and 123,815,338 outstanding, as of September 30, 2008 and December 31, 2007, respectively.

~~Allowances for~~NOTE ~~refunds~~3 ~~and~~- ~~product~~SHAREHOLDERS’ ~~returns.~~EQUITY We may grant our customers the right to return products which they do not find satisfactory. Upon sale, we evaluate the need to record a provision for product returns based on our historical experience, economic trends and changes in customer demand.(Continued)

~~Allowances for~~Common ~~doubtful~~Stock accounts receivable. We maintain allowances for doubtful accounts to cover uncollectible accounts receivable, and we evaluate our accounts receivable to determine if they will ultimately be collected. This evaluation includes significant judgments and estimates, including an analysis of receivables aging and a customer-by-customer review for large accounts. If, for example, the financial condition of our customers deteriorates resulting in an impairment of their ability to pay, additional allowances may be required.(continued)

~~Provisions for~~During ~~inventory~~the ~~obsolescence.~~three Wemonths ~~may~~ended ~~need~~September ~~to record a provision for estimated obsolescence and shrinkage of inventory. Our estimates would consider the cost of inventory~~30, ~~the estimated market value~~2008, the ~~shelf~~Company ~~life~~had of the ~~inventory~~following ~~and our~~common ~~historical~~stock ~~experience. If there are changes to these estimates, provisions for inventory obsolescence may be necessary.~~transactions:

~~Value of long lived assets~~1. We capitalize and amortize the costs incurred in developing our television show and cooking videos. We also carry other long lived assets on our balance sheet. We evaluate the carrying values of such assets and may be required to reduce the value in the event we determine if the value is impaired from the current carrying among.

~~Risk Factors~~4,500,000 shares of common stock were returned to TMT that had been issued in 2008 for legal fees;

~~We have identified the following as the major risks facing our business~~2.

WE600,000 ~~MAY HAVE~~shares TOof ~~CURTAIL~~common ~~OUR~~stock ~~OPERATIONS~~were IFissued ~~ADDITIONAL~~as ~~CAPITAL~~compensation ISfor ~~NEEDED~~legal ~~BUT IS NOT AVAILABLE~~fees.

~~Although~~ On December 29, 2005, we ~~had~~sold ~~net~~5,000,000 ~~income~~shares inof ~~fiscal~~common ~~2002~~stock for $1,687,500 to Mercatus & Partners, Limited, SICAV ONE. These shares were subsequently issued during the three months ended March 31, 2006. At September 30, 2008, and through the date of this report, we ~~lost~~had ~~money~~not yet received the proceeds from the sale of these shares of common stock. This transaction has resulted in ~~fiscal~~a ~~2003~~lawsuit between the Company and Mercatus, which was settled on October 31, 2007. Mercatus has retuned the initial stock certificate issued related to this sale of common stock. See Note 7, Litigation and see “Subsequent Event”.

~~2004~~On ~~in the six months ended~~ December 3129, ~~2004.~~2005, If we ~~were~~sold to5,000,000 ~~continue~~additional toshares ~~lose~~of ~~money~~common ~~due to~~stock ~~reduced~~for ~~attendance~~$1,687,500 atto ~~our~~Mercatus ~~cooking~~& ~~school~~Partners, orLimited, ~~increased~~SICAV ~~expenses we would require additional capital to maintain operations~~TWO. ~~There~~These ~~can~~shares bewere nosubsequently ~~assurance that~~issued weduring ~~can~~the ~~obtain~~three ~~additional~~months ~~capital~~ended ifMarch ~~this~~31, ~~pattern continues~~2006. WeAt ~~may~~September ~~have~~30, ~~to curtail~~2008, ~~our~~and ~~operations~~through ~~if we do not have sufficient funds to pay for~~ the ~~expenses~~ ofdate ~~operating our business. We have entered into an Equity Line~~ of ~~Credit~~ ~~with~~this ~~Dutchess Private Equities Fund~~report, ~~II,~~we ~~L.P.,~~had ~~under~~not ~~which~~yet wereceived ~~may~~the ~~sell~~proceeds ~~to Dutchess~~from upthe tosale $of 10these ~~million~~shares of ~~our~~common stock ~~over a three-year period~~. ~~Our~~This ~~ability to~~transaction ~~sell~~has ~~such~~resulted ~~stock~~in toa ~~Dutchess~~lawsuit isbetween ~~subject~~the toCompany ~~certain conditions~~ and weMercatus, ~~may~~which ~~not sell~~was ~~such~~settled ~~shares as of the date hereof. Reference is made to our Registration Statement~~ on ~~Form~~October ~~SB-2~~31, ~~(File No~~2007. See ~~333-121737)~~Note ~~for~~7, ~~further~~Litigation ~~information~~and ~~concerning this~~see ~~transaction.~~“Subsequent Event”.

~~DEPENDENCE ON~~On ~~THE~~September ~~SERVICES~~20, ~~AND~~2006, ~~IMAGE~~we OFissued ~~JANE~~warrants ~~BUTEL~~to purchase 7,000,000 shares of common stock to investors in our 6% convertible debenture offering. The warrants have a term of seven years from date of issuance and an exercise price of $0.20 per share. On November 9, 2006, we issued warrants to purchase 6,000,000 shares of common stock to investors in our 6% convertible debenture offering. The warrants have a term of seven years from date of issuance and an exercise price of $0.20 per share.

~~Our operations~~The ~~are~~Company ~~substantially~~issued ~~reliant~~stock onoptions ~~the~~in ~~availability~~2004, of2005, ~~the~~2006 ~~services~~ and ~~image~~ ~~of Jane Butel~~2007. As Inof ~~the~~September ~~event~~30, ~~she~~2008, there were ~~unable~~18,150,000 tovested ~~continue~~and to1,000,000 ~~provide~~stock ~~her services~~options towhich ~~us,~~vest weat ~~may~~various ~~not~~times beover ~~able~~the tonext ~~continue our operations~~year. The Anstrike ~~employment agreement~~price isfor in650,000 ~~process~~options tois ~~be finalized by the end of the second fiscal quarter~~$0. A35; ~~life~~all ~~insurance~~other ~~policy~~stock isoptions ~~planned~~have toan beexercise ~~undertaken~~price atof ~~the same time~~$0.001.

On January 25, 2006, the Company registered 9,000,000 shares of common stock to be available for issue under its 2005 Non-Qualified Stock Option Plan.

Stock Compensation Plan

The Company has a Stock Option Plan (Plan) under which officers and key employees have been granted options to purchase shares of the Company's authorized but unissued common stock. Under the Plan, the option exercise price is equal to the fair market value of the Company's common stock at the date of grant. Options currently expire 5 years from the grant date. Proceeds received by the Company from exercise of stock options are credited to common stock and additional paid-in capital. Additional information with respect to the Plan's stock option activity is as follows:


	Weighted Average Number of Shares			Exercise
	Weighted Average Number of Shares			Price
Outstanding at December 31, 2004		1,750,000		$	.01
2005
Granted		5,000		$	.01
Exercised		0		$	.00
Cancelled		0		$	.00
Outstanding at December 31, 2005		1,755,000		$	.01
2006
Granted		0		$	.00
Exercised		0		$	.00
Cancelled		(1,505,000	)	$	.01
Outstanding at December 31, 2006		250,000		$	.01

WENOTE ~~ARE DEPENDENT~~3 ON- ~~THE~~SHAREHOLDERS’ ~~LEISURE~~EQUITY ~~TRAVEL MARKET~~(Continued)

AStock ~~number of~~Compensation ~~our~~Plan students attend our cooking school in conjunction with a vacation. If the leisure travel market were to be disrupted due to economic conditions or reluctance of people to travel due to hostilities or renewed terrorism, our revenues would be reduced.(continued)

We have identified additional risk factors in our Registration Statement on Form SB-2 (File No. 333-121737).


	Weighted Average Number of Shares			Exercise
	Weighted Average Number of Shares			Price
2007
Granted		0			.00
Exercised		(50,000	)	$	.00
Cancelled		0		$	.00
Outstanding at December 31, 2007		200,000		$	.01
2008
Granted		0		$	.00
Exercised		0		$	.00
Cancelled		0		$	.00
Outstanding at September 30, 2008		200,000		$	.01
Options exercisable at September 30, 2008		200,000		$	.01
Options exercisable at December 31, 2007		200,000		$	.01

~~ITEM~~The ~~3. CONTROLS~~following ~~AND~~tables ~~PROCEDURES~~summarize information about fixed stock options outstanding and exercisable at September 30, 2008.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act


Stock Options Outstanding
Number of Shares Outstanding		Remaining Contractual Life in Years		Weighted- Average Exercise Price
	200,000		1.75	$	.01
	200,000		1.75	$	.01

~~reports is~~The ~~recorded,~~Company ~~processed,~~has ~~summarized~~elected ~~and~~to ~~reported~~follow ~~within~~SFAS ~~the~~123R ~~time~~in ~~periods specified~~ accounting for its employee stock options. Accordingly, compensation expense is recognized in the ~~SEC~~Company's ~~rules~~financial ~~and~~statements ~~forms,~~because ~~and~~the ~~that~~exercise ~~such~~price ~~information~~of the Company's employee stock options is ~~accumulated~~ below the market price of the Company's common stock on the date of grant.

Also, the Company has granted selected executives and ~~communicated~~ other key employee’s stock option awards, whose vesting is contingent continued employment. The exercise price of each option, which has a five-year life, is $.001 per share which was equal to the par value price of the Company's ~~management~~common stock on the date of grants. Options for 1,000,000 ~~including~~shares ~~its~~of ~~Chief~~the ~~Executive Officer and~~Company’s ~~Executive~~common ~~and~~stock ~~Accounting~~vest ~~Officer~~on January 1, 2009. All other options are fully vested. A summary of the status of the Company's performance-based stock option plan as ~~appropriate~~of September 30, to2008 ~~allow timely~~and December 31, 2007, and changes during the periods ended on those dates is presented below:

decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c). In designing and


	Weighted Average			Exercise
	Number of Shares			Price
Outstanding at December 31, 2005		965,000		$	0.01
Granted		650,000		$	0.35
Exercised		(309,000	)	$	0.01
Cancelled		(506,000	)	$	0.01
Outstanding at December 31, 2006		800,000		$	0.29
Granted		19,500,000		$	0.001
Exercised		(1,000,000	)	$	0.001
Cancelled		(150,000	)	$	0.35
Outstanding at December 31, 2007		19,150,000		$	0.001
Granted		4,000,000		$	0.001
Exercised		5,000,000		$	0.001
Cancelled		––			––
Outstanding at September 30, 2008		18,150,000		$	0.001

evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the

cost-benefit relationship of possible controls and procedures.

As of the end of the period covered in this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's

Executive and Accounting Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the

foregoing, the Company's Executive and Accounting Officer concluded that the Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent

to the date the Company completed its evaluation.

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

During the quarter ended December 31, 2005 the Company issued shares of its common stock which were not registered under the Securities Act of 1933 as set forth below.

On November 29, 2004 the Company issued 50,000 shares to Michael Bongiovanni for services as a financial advisor.

On December 15, 2004 the Company issued 220,000 shares to Greentree Financial Corp. for services as a financial advisor.

On December 23, 2004 the Company issued 832,500 shares of its common stock to eight private investors for $42,500 and services.

~~The Company~~NOTE ~~believes~~3 ~~that~~- ~~the~~SHAREHOLDERS’ ~~foregoing~~EQUITY ~~issuances did not require registration under the Securities Act of 1933 pursuant to the exemption from registration under Section 4~~(2Continued) of the Act. The shareholders were given access to all information about the Company, they were advised that the shares were restricted securities and could not be sold without registration under the Act or an exemption from registration and the certificates representing the shares carried a legend restricting transfer without compliance with the Act.

~~Item~~Stock ~~4. Submission~~Compensation ofPlan ~~Matters to a Vote of Security Holders.~~ (continued)

On or about December 14, 2004 the holders of a majority of the Company’s common stock approved an amendment to the Company’s Articles of Incorporation by written consent. The purpose of the amendment was to increase the Company’s authorized common stock from 50,000,000 shares to 200,000,000 shares. Warrants

~~Item~~During ~~5. Other~~the ~~Information.~~year to date period ended September 30, 2008, the Company granted warrants to acquire common stock as follows:

~~On November 24, 2004 the Company established~~ a ~~series of 1,000,000 shares of preferred stock known as Series A Convertible Preferred Stock~~.

~~We entered~~750,000 ~~into~~shares aof ~~formal~~common ~~written~~stock ~~Employment~~in ~~Agreement~~connection with ~~Jane~~the ~~Butel,~~February ~~our President, dated~~2008 ~~December~~financing. The 23warrants are exercisable at $0.50 per share, ~~2004~~were (fully vested at the ~~"Employment~~date ~~Agreement")~~of grant and have a five year term. The relative fair value of these warrants was approximately $73,944, of which ~~provide~~$45,188 was amortized to interest expense during 2008.

~~for, among~~During ~~other~~the ~~employment~~year ~~benefits,~~ended anDecember ~~annual salary of $126~~31,~~000,~~ ~~and 32~~2007,~~500 shares~~ ~~of Class~~the ACompany ~~Convertible~~granted ~~Preferred~~warrants ~~Stock~~to ~~which~~acquire isas ~~convertible into common~~follows:

~~stock at a rate of one share of preferred to one hundred shares of common stock, payable quarterly starting January 1, 2005 until 1,000,000 so designated shares~~b.

~~is depleted.~~249,999 shares of common stock in connection with the March 2007 financing. The ~~agreement~~warrants ~~commences~~are onexercisable ~~January~~at 1$2.00 per share, ~~2005~~were ~~and~~fully isvested ~~for~~at the date of grant and have a ~~ten-~~five year term. The relative fair value of these warrants was approximately $166,663, all of which was amortized to interest expense during 2007.

~~We entered into a formal written Licensing Agreement with Jane Butel, our President dated December 23, 2004 (the "Licensing Agreement"), which provide~~c.

~~for~~600, ~~among~~000 ~~other~~shares ~~benefits,~~of common stock in connection with the ~~transfer~~June to2007 ~~Jane~~financing. The ~~Butel,~~warrants asare ~~licensee,~~exercisable ~~650~~at $0.30 per share,~~000 shares~~ were fully vested at the date of ~~Class~~ Agrant ~~Convertible~~and ~~Preferred~~have ~~Stock~~a five year term. The ~~This~~relative ~~stock~~fair value of these warrants was ~~paid~~approximately ~~in exchange~~$105,966, all of which was amortized to interest expense during 2007.

~~for an exclusive license to use her name and likeness in association with food products manufactured, distributed, marketed and sold, and services provided by~~d.

~~her~~750,000 shares of common stock in connection with the July 2007 financing. The warrants are exercisable at $0.50 per share, were fully vested at the date of grant and have a five year term. The relative fair value of these warrants was approximately $135,583, all of which was amortized to interest expense during 2007.

~~We recently entered into an Equity Line of Credit with Dutchess Private Equities Fund, II, L~~e.~~P., whereby we can "put" to them up to $10 million in our common~~

750,000 shares of common stock ~~over~~ ain ~~three~~connection ~~year~~with ~~period~~the ofNovember ~~time~~2007 ~~for~~financing. The ~~cash~~warrants are exercisable at $0.50 ~~This~~per ~~equity~~share, ~~financing~~were ~~will increase our~~fully ~~chances~~vested at the date of ~~succeeding~~grant atand ~~our~~have ~~growth~~a ~~plans~~five year term. The ~~However~~relative fair value of these warrants was approximately $118,421, ~~there~~of iswhich no$59,210 was amortized to interest expense during 2007.

~~assurance that~~During wethe ~~will~~year beended ~~able~~December to31, ~~"put"~~2006, ~~shares~~the ~~under~~Company ~~this~~granted ~~Equity~~warrants ~~Line of Credit or at what level we will be able~~ to ~~"put"~~acquire ~~shares,~~as ~~since there are numerous conditions~~follows:

~~precedent for each "put" of our shares to Dutchess~~f.

13,000,000 shares of common stock in connection with the September 2006 and November 2006 financings. The warrants are exercisable at $0.20 per share, were fully vested at the date of grant and have a seven year term. The relative fair value of these warrants was approximately $642,000. During 2006, approximately $3,000 related to these warrants was amortized to interest expense.


	Weighted Average		Exercise
	Number of Shares		Price
Outstanding at December 31, 2005		468,000	$	1.00
Granted		13,000,000	$	0.20
Exercised		––		––
Cancelled		––		––
Outstanding at December 31, 2006		13,468,000	$	0.23
Granted		3,374,999	$	0.61
Exercised		––		––
Cancelled		––		––
Outstanding at December 31, 2007		16,842,999	$	0.28
Granted		775,000	$	0.50
Exercised		––		––
Cancelled		––		––
Outstanding at September 30, 2008		17,617,999	$	0.29

~~PART~~NOTE II4 - ~~OTHER~~ ~~INFORMATION~~INCOME TAXES

~~ITEM~~Since ~~6. EXHIBITS~~the ~~AND~~Company ~~REPORTS~~has ONnot ~~FORM~~generated ~~8-K~~taxable income, no provision for income taxes has been provided.

(Through September 30, 2008, the Company incurred net operating losses for federal tax purposes of approximately $30,841,000. The availability of the Company's net operating loss carry-forwards are subject to limitation if there is a~~) EXHIBITS~~ 50% or more positive change in the ownership of the Company's stock.

~~10.1 Employment~~The ~~Agreement~~Company's ~~executed~~total bydeferred ~~the~~tax ~~Registrant~~asset ~~and~~is ~~Jane~~as Butel**follows:

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


	September 30, 2008
Tax benefit of net operating loss carry-forward	$	12,224,000
Valuation allowance		(12,224,000	)
	$	––

10The following is a reconciliation of the provision for income taxes at the U.~~2 Licensing~~S. ~~Agreement~~federal ~~executed~~income bytax rate to the ~~Registrant~~income ~~and~~taxes ~~Jane~~reflected Butel**in the Statement of Operations:

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


	September 30, 2008			December 31, 2007
Tax expense (credit) at statutory rate-federal		(34	)%		(34	)%
State tax expense net of federal tax.		(6	)		(6	)
Changes in valuation allowance		40			40
Tax expense at actual rate		––			––

~~10.3 Investment~~Since ~~Agreement~~the byrealization ~~and~~of ~~between~~the ~~Registrant~~operating ~~and Dutchess~~loss carry-forwards are doubtful, it is reasonably possible that the Company's estimate of the valuation allowance will change.

~~Private~~NOTE ~~Equities~~5 ~~Fund,~~- ~~II,~~COMMITMENTS L.P.**AND CONTIGENCIES

~~---------- -----------------------------------------------------------------~~Office Space Leases

~~10.4 Registration~~The ~~Rights~~Company ~~Agreement~~current byis ~~and~~in ~~between~~a ~~Registrant~~month-to-month ~~and~~rental agreement, with a physical presence at 1890 Kentucky Avenue, Winter Park, FL 32879.

~~Dutchess~~NOTE ~~Private~~6 ~~Equities~~- ~~Fund,~~RELATED ~~II,~~PARTY L.P**TRANSACTIONS

Note Payable – Officer (Short -~~--------- -----------------------------------------------------------------~~ Term)

10The Bootie subsidiary had note payable to the Chief Executive Officer required monthly payments of $8,000 (principal and interest) from July 29, 2005 through December 31, 2005, and monthly payments of $32,640 from January 29, 2006 through July 29, 2007.~~5 Placement~~ The ~~Agent~~balance ~~Agreement~~outstanding ~~between~~at ~~Registrant~~September 30, ~~Legacy~~2008 ~~Trading Co~~and December 31, 2007 was $417,022 and $417,022, respectively. In 2006, as part of a renegotiation, TMT guaranteed this note and is now jointly liable for the balance with Bootie. This note is now due on demand.

~~LLC~~Note ~~and~~Payable ~~Dutchess~~- ~~Private~~Officer ~~Equities~~(Long ~~Fund,~~- II, L.P**Term):

~~---------- -----------------------------------------------------------------~~In April 2008, TMT executed a new Note Payable with the Chief Executive Officer of the Company. The amounts due under the Note accrue interest at 15% and are payable in April 2010. The balance outstanding on this note at September 30, 2008 and December 31, 2007 was $271,662 and $0, respectively.

~~10.6 Financial~~Note ~~Advisory~~Payable ~~Services~~– ~~Agreement between Registrant and~~Shareholder

~~Greentree~~The ~~Financial~~Bootie ~~Group~~Beer Company, ~~Inc~~subsidiary owes a shareholder $2,895,127 and $2,895,127 as of September 30, 2008 and December 31, 2007, respectively, under the terms of promissory notes dated July 2005 and September 2005. Per **the agreements, the subsidiary is accruing interest at a 6% per annum. These amounts are included in the bankruptcy filings and are listed as “Liabilities of Discontinued Operations” on the Consolidated Balance Sheet.

~~31.1 Rule 13a-14(a)/15d-14(a) Certification by CEO~~17

~~31.2 Rule~~NOTE ~~13a~~7 -~~14(a)/15d-14(a)~~ ~~Certification by CFO~~LITIGATION

~~32.1 Section 1350~~TMT ~~Certification~~CAPITAL ofCORPORATION ~~CEO~~LITIGATION

~~32.2 Section~~Clapp ~~1350 Certification by CFO~~Matter

** Incorporated byOn ~~reference~~March ~~herein~~10, to2005, James Scott Clapp, a former instructor and manager at our cooking school, filed a suit against us in the ~~exhibit~~State of New Mexico, County of Bernalillo, Second Judicial District Court, alleging claims for breach of contract, breach of the ~~same~~implied ~~number~~covenant ~~filed~~of ~~with~~good faith and fair dealing, fraud, intentional infliction of emotional distress, and constructive discharge. In summary, the ~~Company’~~complaint alleges Mr. Clapp was not paid some of the wages and moving expenses he thought he was owed, that he was promised some 10,000 shares of our stock, and that he was tricked out of some or all of these things in an outrageous and malicious fashion. He seeks unspecified compensatory and punitive damages, plus attorney's ~~registration~~ ~~statement~~fees and interest. We dispute the claim. We are also currently in negotiations with Mr. Clapp to settle the claim on ~~Form~~mutually ~~SB-~~acceptable grounds. We were served with an Amended Complaint on October 2, ~~(File~~2006 nolisting additional defendants to the complaint. ~~333-121737)~~On onAugust ~~December~~28, 292007, ~~2004~~the court entered a judgment in favor of Mr. Clapp in the amount of $26,000.plus interest.

~~(b)~~Mercatus ~~Reports on Form 8-K~~Matter

NoOn ~~reports~~August ~~on Form~~7, ~~8-K~~2006, ~~were~~we filed ~~during~~a complaint in U.S. District Court for the ~~quarter~~Southern ~~ended~~District ~~December~~of New York against Mercatus & Partners, Limited (Bootie Beer Corporation v. Mercatus & Partners, Limited). On October 31, ~~2004~~2007, the Company and Mercatus settled this litigation. The terms of the settlement agreement are confidential.

~~SIGNATURES~~NIR Matter

~~In accordance~~On ~~with~~February 9, 2007, we received notice of a legal action commenced against us by certain purchasers (the ~~requirements~~“Noteholders”) of convertible notes (the “Notes) of the Company which were purchased in September, 2006. The Noteholders allege that the Company is in default because we had not yet had declared effective a certain registration statement (the “Registration Statement”) covering the resale of common stock underlying the Notes. Our Board of Directors received substantial comments from the Securities and Exchange ~~Act~~Commission’s Division of Corporation Finance on the Registration Statement, including comments regarding the ~~registrant~~large ~~caused this report~~number of shares of common stock to be ~~signed~~issued, with the result that the Noteholders would control a substantial percentage of the Company’s public float. Given the number and serious nature of the comments, our Board of Directors had serious doubts that the Registration Statement could be declared effective, which was beyond our control. Our Board of Directors decided to withdraw the Registration Statement, which we did by a notice to the Commission. We intend to vigorously defend the Company in this action. We believe that the Noteholders have attempted to prevent us from obtaining alternative financing for the Company. It is our position that the Noteholders cannot unreasonably deny us the ability to sustain operations, especially based on ~~its~~an ~~behalf~~event over which we have no control. We believe the Noteholders are not entitled to recovery and we filed numerous counterclaims for damages caused by the ~~undersigned~~Noteholders and their representative. On May 8, ~~thereunto duly~~2008 a summary judgment is granted in favor of AJW Partners of $176,527.20, AJW Offshore of $1,176,848.40, AJW Qualified of $588,424.20, New Millennium of $19,614.14 plus interest at a rate of 15%. NIR and the Company are engaged in settlement negotiations.

~~authorized.~~Tennant Printing

~~JANE~~On ~~BUTEL CORPORATION~~June 28, 2006, Tennant Printing filed a complaint for approximately $8,885 for failing to pay for printing services when due. On December 12, 2006, Tennant Printing received a judgment against Bootie Beer Corporation.

~~February 11,~~Sichenzia ~~2005 By:~~Ross ~~/s/~~Friedman ~~JANE BUTEL~~Ference LLP

~~_________________________________~~On August 30, 2007, the Company was sued by its former legal counsel for legal fees and costs. The Company has several defenses to this action and plans to pursue this matter vigorously.

~~Jane~~21st ~~Butel~~Century Technologies, ~~President (principal~~ Inc

~~executive~~On ~~and accounting~~November ~~officer)~~12, 2007, 21st Century Technologies filed a complaint for approximately $710,000 for failing to pay a debenture when due. The Company resolved a litigation matter in United States Bankruptcy Court for the District of Nevada that it had with a former investor for $500,000, in the form of a stipulated judgment.

NOTE 7 – LITIGATION (Continued)

TMT CAPITAL CORPORATION LITIGATION (continued)

Belmont Media

On January 9, 2008 Belmont Media files suit against TMT for services provided to its subsidiary Bootie Beer Company. Belmont Media and the Company are currently in settlement negotiations.

Dutchess Private Equity Fund

On February 8, 2008 Dutchess Files complaint against TMT for money owed by its Subsidiary Bootie Beer Company, this case is pending. On July 28, 2008, Dutchess received a judgement in the amount of $350, 000, which also included a Jane Butel debenture.

Weed & Co., LLP

On February 27, 2008 Weed & Co., LLP filed complaint against TMT for approximately $2,550 for legal services. On April 1, 2008 TMT Capital and Weed & Co, reached an agreement and settled this case. The terms of the settlement agreement are confidential.

Gemstone Matter

On August 19, 2005, Gemstone Securities, LLC made a formal demand under Rule R-4 of the Commercial Arbitration Rules of the American Arbitration Association that a contract dispute with Bootie Holdings Corporation be arbitrated in Tampa, Florida by the American Arbitration Association in conformance with the parties' contractual arrangement. The parties to the dispute include Bootie Holdings Corporation, Gemstone Securities, LLC and Jane Butel Corp. d/b/a Bootie Holdings Corporation. Gemstone alleges the Company breached a March 2005 contract in which it was agreed that Gemstone would advise and assist the Company in securing and facilitating a reverse merger transaction and in securing funding with an institutional investor and/or accredited investor. Gemstone is requesting the payment of all commissions, attorneys’ fees, costs and the granting of warrants associated with the alleged breach of agreement. The remedy sought consists of $48,000 as the value of 2% of the 200,000,000 authorized shares of Jane Butel Corporation; $90,000 which is 9% of what is believed to have been a $1,000,000 bridge financing; payment of a 7% commission on any long term funding; and the granting of certain warrants. We have responded to the demand and have denied all allegations and allege that claimant made numerous material misrepresentations of fact. The Company is still in the process of negotiating a settlement of this dispute.

The Stans Foundation

On August 8, 2007, the Stans Foundation, a shareholder of the Company, filed a complaint for approximately $2,950,000 for loans made to our Bootie subsidiary. The Company intends to defend itself in this action. Bootie is negotiating with the Stans Foundation towards a resolution of this matter.

The Alison Group

On October 18, 2006 The Alison Group filed a complaint for approximately $40,232 for failing to services rendered when due. On December 21, 2006, The Alison Group received a judgment against our Bootie subsidiary for $49,441.

BOOTIE BEER COMPANY LITIGATION

Please note that Bootie Beer Company has filed for bankruptcy and all pending claims will be handled through the bankruptcy process.

United Grafix

NOTE 7 – LITIGATION (Continued)

BOOTIE BEER COMPANY LITIGATION (continued)

United Grafix (Continued)

Settlement Agreement. Bootie was unable to pay the settlement amount and on May 5, 2006 United Grafix received a judgment against Bootie for $9,992.

Clear Channel Outdoor

On February 27, 2006, Clear Channel Outdoor filed a complaint against our Bootie subsidiary for approximately $230,000 for failing to pay a note when due. On June 1, 2006, Clear Channel Outdoor received a judgment against our Bootie subsidiary for $244,048.

Lamar Advertising Company

On August 22 2006, Lamar Advertising Company filed a complaint against our Bootie subsidiary for approximately $ 70,261 for failing to pay advertising expenses when due. On May 11, 2007 Lamar Advertising Company received a judgment against Bootie for $71,286.

Diversified Storage & Transfer

On September 11, 2006, Diversified Storage & Transfer filed a complaint against our Bootie subsidiary for approximately $30,918 for failing to pay storage expenses when due. On April 13, 2007, Diversified Storage & Transfer received a judgment against Bootie for $30, 918.

Thodos & Schuld

On October 13, 2006, Thodos & Schuld filed a complaint against our Bootie subsidiary for approximately $300,000 for the repurchase of shares. On November 9, 2007, the Company and Thodos & Schuld reached a settlement.

FedEx Customer Information

On January 29, 2007, FedEx Customer Information filed a complaint against our Bootie subsidiary for approximately $4,017 for failing to pay for delivery services when due. This matter is still being litigated.

Columbia Distributing

On April 30, 2007, Columbia Distributing filed a complaint against our Bootie subsidiary for approximately $38,656 for failing to pay product distribution expenses when due. On June 18, 2007, Columbia Distributing received a Judgment against Bootie for $46,700.

Southern Wine & Spirits

On June 28, 2007, Southern Wine & Spirits filed a complaint against our Bootie subsidiary for damages to exceed approximately $15,000,000 for failing to pay distribution & other services. On September 27, 2007, Southern Wine & Spirits received a judgment against Bootie for $1,193,497.

WQAM

On June 29, 2007, WQAM filed a complaint against our Bootie subsidiary for approximately $7,363 for failing to pay advertising expenses when due. Bootie is in the process of answering this complaint. This matter is still being

Spanish Broadcasting

On July 29, 2007, Spanish Broadcasting filed a complaint against our Bootie subsidiary for approximately $6,579 for failing pay advertising expenses when due. On October 17, 2007, Spanish Broadcasting received a default judgment against Bootie in the amount of $9,472.

NOTE 7 – LITIGATION (Continued)

BOOTIE BEER COMPANY LITIGATION (continued)

Casey Warehouse, LLC

On September 26, 2007, Casey Warehouse, LLC filed a complaint against Bootie Beer Company for approximately $17,859 plus interest for failing pay warehouse expenses when due. The Bootie Beer Company is in the process of answering the complaint.

NOTE 8 - SUBSEQUENT EVENTS

On 10/17/2008 The company issued 600,000 shares of common stock for legal compensation.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains a comparison of the results of operations for the three and nine months ended September 30, 2008 and the same period in 2007. This discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in this report, and our Annual Report on Form 10K-SB for the year ended December 31, 2007.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements, including, without limitation, statements concerning our possible or assumed future results of operations. These statements are preceded by, followed by or include the words “believes,” “could,” “expects,” “intends,” “anticipates,” or similar expressions. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including the risks described in this report and on our form 10K-SB filed with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

OVERVIEW

TMT Capital Corporation (“TMT” or the “Company”) is a holding company with one operating subsidiary as of the date of this report, Freedom Wireless Corporation (“Freedom”) and one non-operating wholly-owned subsidiary, Bootie Beer Company, which is in bankruptcy. The Company acquired a 51% majority interest in Freedom in the third quarter of 2007, in exchange for 30,000,000 shares of TMT common stock, plus 6,000,000 shares of TMT common stock as a finder’s fee to a third party. The Company’s immediate goals and focus are to develop the business of its Freedom subsidiary.

Freedom is a wireless reseller of cellular service, with capabilities to provide wireless service and branded cellular phones to customers throughout the United States and Canada. On October 19, 2007 Freedom wireless became a Mobile Virtual Network Operator (MVNO), which enables Freedom to sell value priced unlimited long distance and local wireless plans, and economically priced per minute plans. Freedom is branding their handsets and services under the names ZEBRAGSM™, ZEBRAGSM™ Unlimited and ZEBRAGSM™ Minute. Through its MNVO, Freedom eliminates the high-cost of building out network infrastructure. Freedom uses the high quality network and reliable infrastructure of third party telecoms. The ZEBRAGSM™ Unlimited plan has coverage of approximately

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Overview (Continued)

155 million potential customers in 24 of the 50 top US metropolitan markets. The ZEBRAGSM™ Minutes plan reaches approximately 300 million potential customers throughout the United States and Canada.

Freedom offers land line and cellular users a variety of value priced service plan options. Through ZEBRAGSM™ Unlimited, customers may select the basic unlimited long distance and local plan, or it may add other features, such as unlimited texting, unlimited picture messaging and multi-media or unlimited data . When customers travel outside of the ZEBRAGSM™ Unlimited coverage area, customers may look to the ZEBRAGSM™ Minutes plan for value priced per minute rates. Customers may select from six value priced ZEBRAGSM™ Minutes plans, beginning from $27 for 300 minutes. Additionally, customers may select value priced texting, picture messaging, data and international dialing.

ZEBRAGSM™ offers customers additional cost benefits because they may not have to purchase a new phone to receive the value priced service. If the wireless user already owns a GSM based phone, it may qualify for unlocking and be able to receive the ZEBRAGSM™ service via insertion of the ZEBRAGSM™ sim card. A SIM card, also known as a subscriber identity module, is a smart card that stores data for GSM cellular telephone subscribers. Such data includes user identity, location and phone number, network authorization data, personal security keys, contact lists and stored text messages. Security features include authentication and encryption to protect data and prevent eavesdropping.

A SIM card and can be switched easily from one phone set to another. The portability of data offers a number of benefits. For example, a user that buys a new phone can install the current SIM card to associate the new phone with the same number and user preferences as the old one. In another common situation, if a phone's battery runs out of power, the user can easily install the card to another subscriber's phone to borrow it without running up that user's minutes. Some vendors offer prepaid SIM cards that can provide travelers with local numbers, as long as their cell phones are not locked to a specific carrier. A device called a SIM card reader can be used to upload data from a SIM card to a computer or other device.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. Our preparation of our Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Our accounting policies that are the most important to the portrayal of our financial condition and results, and which require the highest degree of management judgment relate to revenue recognition, the provision for uncollectible accounts receivable, property and equipment, advertising and issuance of shares for service.

In December 2001, the Securities and Exchange Commission (the “Commission”) issued a cautionary advice to elicit more precise disclosure about accounting policies management believes are most critical in portraying our financial results and in requiring management's most difficult subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments and estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Net revenues from product sales are recognized upon the transfer of title and risk of ownership to customers. Allowances for estimated returns, discounts and doubtful accounts are provided when sales are recorded. Shipping and handling costs are included in cost of sales.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Impairment of Long-Lived Assets

We review our long-lived assets including property and equipment and our identifiable intangible assets subject to amortization whenever current events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the estimated future undiscounted cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of that long-lived asset. If the estimated future undiscounted cash flows demonstrate that recoverability is not probable, an impairment loss would be recognized. An impairment loss would be calculated based on the excess carrying amount of the long-lived asset over the long-lived assets fair value.

Advertising Costs

We expense advertising costs as incurred.

Stock-based Compensation

We account for the issuance of our common stock or other equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

THREE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2007

Net Revenues

Net revenues for the three months ended September 30, 2008 were $ - 0 - compared to $ - 0 - for the three months ended September 30, 2007. This reflects our decision to terminate our activities within the malt beverage market. Freedom has not generated any revenue in the three months ended September 30, 2008.

Operating Expenses

Operating Expenses from continuing operations for the three months ended September 30, 2008 were $215,009 compared to $5,455,813 for the three months ended September 30, 2007. The decrease was caused by the granting with immediate vesting of 18,500,000 options, with an option expense of $4,950,000, related to the Freedom acquisition during the quarter ended September 30, 2007, compared to only minimal vesting and related expenses during the quarter ended September 30, 2008.

Other Income

In the three months ended September 30, 2008, there was a net decrease of $88,500 in the fair value of common stock warrants and embedded derivative liabilities recorded as a credit (non-cash item) compared to the fair values as of the end of the prior quarter. Additionally, during the three months ended September 30, 2008, the Company received a gain on settlement of debt of $527,896 relating to the finalization of two claims. In the three months ended September 30, 2007, however, we had a net decrease of $1,118,581 in the fair value of common stock warrants and embedded derivative liabilities recorded as a credit (non-cash item) compared to the fair values as of the end of the prior quarter, and no gains or losses related to any settlements.

Net Income (Loss)

Net income for the three months ended September 30, 2008 was $268,141 compared to net loss of $5,007,240 for the three months ended September 30, 2007. The significant reduction in the net loss relates to the vesting of 15,000,000 option grants in the 2007 quarter compared to minimal vesting in the 2008 quarter, and gains recognized from the settlement of debt.

Basic and Diluted Loss per Share

Our basic and diluted income per share for the three months ended September 30, 2008 was $0.00 compared to basic and diluted loss per share of ($0.06) for the three months ended September 30, 2007. The significant reduction in

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Basic and Diluted Loss per Share (Continued)

the net loss relates to the vesting of 15,000,000 option grants in the 2007 quarter, compared to minimal vesting in the 2008 quarter, and gains recognized from the settlement of debt.

NINE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2007

Net Revenues

Net revenues for the nine months ended September 30, 2008 were $ - 0 - compared to $ - 0 - for the nine months ended September 30, 2007. This reflects our decision to terminate our activities within the malt beverage market. Freedom has not generated any revenue in the three months ended September 30, 2008.

Operating Expenses

Operating Expenses from continuing operations for the nine months ended September 30, 2008 were $2,181,069 compared to $7,717,222 for the nine months ended September 30, 2007. The decrease was caused by the granting with immediate vesting of 18,500,000 options, with an option expense of $4,950,000, related to the Freedom acquisition during the quarter ended September 30, 2007, compared to only minimal vesting and related expenses during the quarter ended September 30, 2008.

Other Income

In the nine months ended September 30, 2008, there was a net decrease of $4,524,440 in the fair value of common stock warrants and embedded derivative liabilities recorded as a credit (non-cash item) compared to the fair values as of the date of inception, or the end of the prior year, of the convertible debentures. Additionally, during the nine months ended September 30, 2008, the Company received a gain on settlement of debt of $527,896 relating to the finalization of two claims. In the nine months ended September 30, 2007, however, we had a net decrease of $685,210 in the fair value of common stock warrants and embedded derivative liabilities recorded as a credit (non-cash item) compared to the fair values as of the date of inception, or the end of the prior year, of the convertible debentures, and no gains or losses related to any settlements.

Net Income (Loss)

Net income for the nine months ended September 30, 2008 was $1,987,880 compared to a net loss of ($8,845,364) for the nine months ended September 30, 2007. The swing to income from a loss relates to the vesting of 15,000,000 option grants in 2007 quarter related to the Freedom acquisition, compared to minimal vesting in the 2008 quarter, the net reduction in value of the embedded derivatives and warrants, and gains recognized from the settlement of debt..

Basic and Diluted Loss per Share

Our basic and diluted income per share for the nine months ended September 30, 2008 was $0.01 compared to loss per share of ($0.12) for the nine months ended September 30, 2007. The swing to a profit from a loss is a direct result of the net reduction in value of the embedded derivatives and warrants, a reduction of option grants, and gains recognized from the settlement of debt.

Liquidity and Capital Resources

As of September 30, 2008, our total current assets were $163,501 and our total current liabilities were $3,060,333. Our Stockholder's Equity at September 30, 2008 was $1,710,452.

As of September 30, 2008, we had total liabilities of $10,445,464 and incurred interest expenses in the three months ended September 30, 2008 of $147,789. Our debt could limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other purposes in the future, to plan for, or react to, changes in technology and in our business and competition; and to react in the event of an economic downturn.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS (Continued)

Inflation

We do not believe that inflation has had or is likely to have any significant impact on our operations.

CAPITAL COMMITMENTS

We have an employment agreement with our Chairman, Chief Executive Officer and Interim Chief Financial Officer, Tania M. Torruella, for a monthly salary of $10,000. The agreement was signed on September 1, 2005. Ms. Torruella has agreed to take compensation of $7,500 per month since July 1, 2005. The Board of Directors and Ms. Torruella have agreed that the agreement signed September 1, 2005 will be in full force with the exception of the monthly compensation until further notice.

SUBSIDIARIES

As of September 30, 2008, TMT owns 51% of its subsidiary Freedom.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

ITEM 4.

CONTROLS AND PROCEDURES

Not applicable to smaller reporting companies.

ITEM 4T.

CONTROLS AND PROCEDURES

Disclosure Controls

Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.

Based on their evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the filing of this Report.

Management does not expect that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objective will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.

ITEM 4T.

CONTROLS AND PROCEDURES (Continued)

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange Act of 1934 or the Exchange Act under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Based on their evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting her to material information which is required to be included in our periodic reports filed with the SEC as of the filing of this Report.

Changes in Internal Controls Over Financial Reporting

There have not been any changes in our internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the fiscal quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

TMT CAPITAL CORPORATION LITIGATION

Clapp Matter

On March 10, 2005, James Scott Clapp, a former instructor and manager at our cooking school, filed a suit against us in the State of New Mexico, County of Bernalillo, Second Judicial District Court, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, intentional infliction of emotional distress, and constructive discharge. In summary, the complaint alleges Mr. Clapp was not paid some of the wages and moving expenses he thought he was owed, that he was promised some 10,000 shares of our stock, and that he was tricked out of some or all of these things in an outrageous and malicious fashion. He seeks unspecified compensatory and punitive damages, plus attorney's fees and interest. We dispute the claim. We are also currently in negotiations with Mr. Clapp to settle the claim on mutually acceptable grounds. We were served with an Amended Complaint on October 2, 2006 listing additional defendants to the complaint. On August 28, 2007, the court entered a judgment in favor of Mr. Clapp in the amount of $26,000.plus interest.

Mercatus Matter

On August 7, 2006, we filed a complaint in U.S. District Court for the Southern District of New York against Mercatus & Partners, Limited (Bootie Beer Corporation v. Mercatus & Partners, Limited). On October 31, 2007, the Company and Mercatus settled this litigation. The terms of the settlement agreement are confidential.

ITEM 1.

LEGAL PROCEEDINGS (Continued)

TMT CAPITAL CORPORATION LITIGATION (continued)

NIR Matter

On February 9, 2007, we received notice of a legal action commenced against us by certain purchasers (the “Noteholders”) of convertible notes (the “Notes) of the Company which were purchased in September, 2006. The Noteholders allege that the Company is in default because we had not yet had declared effective a certain registration statement (the “Registration Statement”) covering the resale of common stock underlying the Notes. Our Board of Directors received substantial comments from the Securities and Exchange Commission’s Division of Corporation Finance on the Registration Statement, including comments regarding the large number of shares of common stock to be issued, with the result that the Noteholders would control a substantial percentage of the Company’s public float. Given the number and serious nature of the comments, our Board of Directors had serious doubts that the Registration Statement could be declared effective, which was beyond our control. Our Board of Directors decided to withdraw the Registration Statement, which we did by a notice to the Commission. We intend to vigorously defend the Company in this action. We believe that the Noteholders have attempted to prevent us from obtaining alternative financing for the Company. It is our position that the Noteholders cannot unreasonably deny us the ability to sustain operations, especially based on an event over which we have no control. We believe the Noteholders are not entitled to recovery and we filed numerous counterclaims for damages caused by the Noteholders and their representative. On May 8, 2008 a summary judgment is granted in favor of AJW Partners of $176,527.20, AJW Offshore of $1,176,848.40, AJW Qualified of $588,424.20, New Millennium of $19,614.14 plus interest at a rate of 15%. NIR and the Company are engaged in settlement negotiations.

Tennant Printing

On June 28, 2006, Tennant Printing filed a complaint for approximately $8,885 for failing to pay for printing services when due. On December 12, 2006, Tennant Printing received a judgment against Bootie Beer Corporation.

Sichenzia Ross Friedman Ference LLP

On August 30, 2007, the Company was sued by its former legal counsel for legal fees and costs. The Company has several defenses to this action and plans to pursue this matter vigorously.

21^st Century Technologies, Inc

On November 12, 2007, 21^st Century Technologies filed a complaint for approximately $710,000 for failing to pay a debenture when due. The Company resolved a litigation matter in United States Bankruptcy Court for the District of Nevada that it had with a former investor for $500,000, in the form of a stipulated judgment.

Belmont Media

On January 9, 2008 Belmont Media files suit against TMT for services provided to its subsidiary Bootie Beer Company. Belmont Media and the Company are currently in settlement negotiations.

Dutchess Private Equity Fund

Weed & Co., LLP

ITEM 1.

LEGAL PROCEEDINGS (Continued)

TMT CAPITAL CORPORATION & BOOTIE SUBSIDIARY LITIGATION

Gemstone Matter

The Stans Foundation

The Alison Group

On October 18, 2006 The Alison Group filed a complaint for approximately $40,232 for failing to services rendered when due. On December 21, 2006, The Alison Gro received a judgment against our Bootie subsidiary for $49,441.

BOOTIE BEER COMPANY LITIGATION

Please note that Bootie Beer Company has filed for bankruptcy and all pending claims will be handled through the bankruptcy process.

United Grafix

On January 4, 2006, United Grafix filed a complaint against our Bootie subsidiary for approximately $8,913 for failing to pay advertising expenses when due. On February 6, 2006 the parties entered into a Stipulation of Settlement Agreement. Bootie was unable to pay the settlement amount and on May 5, 2006 United Grafix received a judgment against Bootie for $9,992.

Clear Channel Outdoor

Lamar Advertising Company

Diversified Storage & Transfer

ITEM 1.

LEGAL PROCEEDINGS (Continued)

BOOTIE BEER COMPANY LITIGATION (continued)

Thodos & Schuld

FedEx Customer Information

Columbia Distributing

Southern Wine & Spirits

WQAM

Spanish Broadcasting

Casey Warehouse, LLC

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

During the three months ended September 30, 2008, the Company had the following unregistered common stock transactions:

The Company retired 4,500,000 shares of restricted stock previously issued a lawyer and law firm. The recipients determined they could not accept the common stock.

The Company issued 600,000 shares of restricted stock to various consultants and advisors for business advisory and legal services.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5.

OTHER INFORMATION

Not Applicable.

ITEM 6.

EXHIBITS

Exhibit 31. - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32. - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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.

Dated: November 13, 2008


	TMT CAPITAL CORPORATION


	By:	/s/ Tania M. Torruella
		Tania M. Torruella
		Chief Executive Officer and Director

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