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UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
  10-Q/A **Amendment No.1 to Form 10-Q**





QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For
The Quarterly Period Ended February 29, 2008





Commission
File No. 000-50374





INFE-HUMAN RESOURCES, INC.


(Exact
name of the registrant as specified in its charter)




Nevada
 (State of
Incorporation)
  54-2013455
 (I.R.S.
Employer Identification No.)


67 Wall Street, 22nd Floor, New York, New York, 10005-3198


(Address
of principal executive offices)




(212) 859-3466
 (Registrant’s telephone
number)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 and 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.  Yes xNo  o







Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer, as defined in Rule 12b-2 of the Exchange Act (Check
one):





Large
      accelerated filer o
            Accelerated
      filer x
            Non-accelerated filer o
            Smaller reporting Company x








Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the exchange Act). Yes oNo x








Indicate
  the number of shares outstanding of each of the issuer’s classes of common
  stock:, As of April 18, 2008, there were 36,670,259 shares of the Registrant's Common
  Stock $0 .001 Par Value, Per Share, Outstanding..








2





INFE-HUMAN RESOURCES, INC.

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008



TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION



Item 1. Financial Statements. .........................................F-1



Item 2. Management's Discussion and Analysis or Plan of

Operation..............................................................4



Item 3. Controls and Procedures........................................10



PART II - OTHER INFORMATION



Item 1. Legal Proceedings..............................................11



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....11



Item 3. Defaults upon Senior Securities................................11



Item 4. Submission of Matters to a Vote of Securities Holders..........11



Item 5. Other Information..............................................11



Item 6. Exhibits.......................................................12







THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE   RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE  EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.



PART I

FINANCIAL INFORMATION





Item 1.

Financial Statements



INfe HUMAN RESOURCES, INC. AND SUBSIDIARIESCondensed Consolidated Balance SheetsFebruaryNovemberASSETS20082007(Unaudited)(Audited)CURRENT ASSETSCash and Cash Equivalents$             18,063$           404,489Marketable Securities1,7514,421Accounts Receivable, net163,755155,185Due From Factor193,889339,209Accrued Income115,481123,273Prepaid Expenses96,69847,548Debt Discount, current portion206,156206,156Financing Costs, current portion102,975102,975Total Current Assets898,7681,383,256FIXED ASSETS, net85,78992,752GOODWILL236,675236,675INTANGIBLE ASSETS, NET1,448,7061,476,556OTHER ASSETSDebt Discount, net of current portion178,057205,168Stock in Escrow20,00020,000Financing Costs, net of current portion29,62257,770Deferred Consulting Fees, net of amortization276,875289,626Total Other Assets504,554572,564TOTAL ASSETS$        3,174,492$        3,761,803LIABILITIES AND STOCKHOLDER'S  EQUITY (DEFICIT)CURRENT LIABILITIESCash Overdraft$             40,990$                      -Accounts Payable and accrued expenses647,274720,216Due To Factor184,194322,248Convertible Notes2,313,2502,428,500Notes Payable, current portion20,05825,504Total Current Liabilities3,205,7663,496,468LONG-TERM LIABILITIESNotes Payable, net of current portion46,93051,296Loan Payable to Shareholders124,431154,453Total Long Term Liabilities171,361205,749TOTAL LIABILITIES3,377,1273,702,217STOCKHOLDERS' EQUITY (DEFICIT)Preferred Stock, $.001 par value; 20,000,000shares authorized, none issued and outstanding5050Common Stock, $001 par value; 100,000,000shares authorized, 33,251,259 and 29,240,059issued and outstanding33,21229,040Additional paid-in-capital4,134,2833,951,554Accumulated Deficit(4,331,320)(3,884,868)Accumulated other comprehensive (loss)(38,860)(36,190)Total Stockholders' Equity (Defcit)(202,635)59,586TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)$        3,174,492$        3,761,803




See accompanying notes to consolidated financial statements.






INfe HUMAN RESOURCES, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)For the Three Months EndedFebruary 29,February 28,20082007(Unaudited)(Unaudited)REVENUES$1,478,787$1,644,044COST OF SALES1,361,9131,340,275GROSS PROFIT116,874303,769Selling, General and Administrative228,568218,713INCOME(LOSS) FROM STAFFING OPERATIONS BEFORE DEPRECIATION & AMORTIZATION(111,694)85,056Depreciation and Amortization75,71234,504INCOME(LOSS) FROM STAFFING OPERATIONS(187,406)50,552Loss from Daniels Advisory Consulting131,492114,765NET LOSS BEFORE OTHER EXPENSE(318,898)(64,213)OTHER EXPENSE:Interest Expense(127,554)(132,022)NET LOSS BEFOREPROVISION FOR INCOME TAXES(446,452)(196,235)Provision for income taxes--NET LOSS($446,452)($196,235)BASIC AND DILUTED LOSS PER SHARE(0.01)(0.01)WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING31,535,58113,950,474


See accompanying notes to consolidated financial statements.

F-2



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)For the three months endedFebruary 29,February 28,20082007(Unaudited)(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)$(446,452)$(196,235)Adjustments to reconcile net income (loss):Amortization of finance costs28,14822,133Accretion of debt discount27,11127,111Amortization of intangibles27,85028,338Amortization of deferred consulting fees12,751-Depreciation6,9636,166Common stock issued as compensation--Common stock issued for services71,65111,500(Gain) loss on sale of marketable securities-25,097Changes in assets and liabilities:(Increase)decrease in accounts receivable(8,570)71,652Decrease in accrued income7,79253,405(Increase)decrease in due to/from factor7,266(1,013)Increase in prepaid expenses(49,150)(17,522)Increase(decrease) in cash overdraft40,990-Increase(decrease) in accounts payable(72,942)29,289Decrease in marketable securities-31,344Total cash flows from operating activities(346,592)91,265CASH FLOWS FROM INVESTING ACTIVITIES:--Total cash flows from investing activities--CASH FLOWS FROM FINANCING ACTIVITIES:Payments of notes issued on acquisition(3,580)(115,000)Proceeds from loans from officers89,97827,875Contributions of capital-99,500Payment of loans from officers(120,000)-Payment of bank note(6,232)(7,072)Total cash flows from financing activities(39,834)5,303Increase in cash and equivalents(386,426)96,568Cash and cash equivalents at beginning of year404,48973,472Cash and cash equivalents at end of year$18,063$170,040




See accompanying notes to consolidated financial statements.



F-3





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)For the three months endedFebruary 29,February 28,20082007(Unaudited)(Unaudited)CASH PAID DURING THE YEAR FOR:Interest$100,443$42,567Income taxes$ -$ -SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIESCommon stock issued for services$71,650$11,500Unrealized gain (loss) on securities($2,670)$23,481Settlement of debt on acquisition credited to goodwill$-$30,000Conversion of debt for common stock$115,250$-




See accompanying notes to consolidated financial statements.

F-4

INFe - HUMAN RESOURCES, INC. AND SUBSIDIARIESCondensed Consolidated Statement of Comprehensive Loss
        (Unaudited)For the Period EndedFor the Period EndedFebruary 29,February 28,20082007Net loss$                (440,437)$                  (196,235)Other comprehensive income lossUnrealized (gains) losses arising during the period(2,670)23,481Less: reclassification adjustment for gains included in net loss-(25,097)Comprehensive loss$                (443,107)$                  (197,851)




See accompanying notes to consolidated financial statements.

F-5







INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007







NOTE 1-   ORGANIZATION AND BASIS OF PRESENTATION





INFe- Human Resources, Inc. (the Companyor Infe) was incorporated in the State of Nevada on March 31, 2000.  The Company was organized to provide human resource administrative management, executive compensation plans and staffing services to client companies.  The business became a publicly traded entity in late 2003 as a result of its acquisition of all of the common stock of Daniels Corporate Advisory Company, Inc. (Daniels), a publicly traded Nevada company.



The Corporate Financial Consulting Division (Daniels) has a growth goal of providing advisory services to payroll client as well as non-payroll client companies.  This
  division will work with companies seeking to create and/or acquire adjunct
  service businesses, whose services will initially provide better lifestyles
  for its existing workforce, and ultimately will be packaged, on an additional
  profit center basis, for sale to other small companies for the retention of
  their employees.  The profits generated from all the financial consulting
  assignments will be available for venture investment through the second division,
The Merchant Banking Division.



F-6

INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007





NOTE 1-   ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)







The Merchant Banking Division has an in-house equity funding program, whereby Daniels will profit by helping finance the growth of client, payroll service companies, as well as non-payroll service companies.  This division will also profit by the purchase of equity in attractive small public companies whose growth strategies are in line with a philosophy of growth through leveraged acquisitions.



On December 20, 2005 the Companys wholly owned subsidiary INfe Human Resources of New York (InfeNY) purchased all of the outstanding shares of Monarch Human Resources (Monarch) which had purchased the assets and the business of Business Staffing, Inc. on December 19, 2005, Monarch had also acquired Empire Staffing, Inc. by assuming certain liabilities in a transaction which we determined to be not material to the financial position of the Company. In addition, InfeNY purchased Express Employment Agency (Express) on March 28, 2006 in a transaction deemed to be not significant. All of the transactions of Express, Monarch, Business Staffing, Inc. and Empire Staffing, Inc. are included as part of these consolidated statements.



On June 1, 2006 the Companys wholly owned subsidiary INfe Human Resources - Unity Inc. purchased Cosmo/Mazel Temps Corporations (Cosmo/Mazel) for the purpose of acquiring the rights to their current business activity and trade name. The Company did not assume any liabilities of the business and all of its transactions from the date of acquisition are included as part of these consolidated statements.



On May 31, 2007 the Company purchased Gilsor Technologies for the purpose of acquiring the rights to potential business acquisitions. The Company did not assume any liabilities of the business and all of its transactions from the date of acquisition are included as part of these financial statements.





F-7





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007







NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, INFe Human Resources  Unity, Cosmo Temp and Mazel Temp (Cosmo/Mazel), INFe Human Resources of New York, Monarch Human Resources (Monarch), Express Employment Agency Corporation (Express), Empire Staffing Inc. (Empire), Daniels Corporate Advisory Company (Daniels), and Gilsor Technologies Inc..  All significant inter-company accounts and transactions have been eliminated in consolidation.



Use of Estimates



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



Cash and Cash Equivalents



For financial statement presentation purposes, short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company maintains its cash accounts at several financial institutions, which at times may exceed the insurable FDIC limit, but management believes that there is little risk of loss.



Revenue and Cost Recognition



The Company records its transactions under the accrual method of accounting whereby income is recognized when the services are rendered and collection is reasonably assured.



The Company earns income from four potential revenue streams. The majority of the business is temporary staffing where the Company earns and accrues the revenue as the service is performed. The expenses associated with these revenues (wages, payroll taxesand benefits) are accrued as the wages are earned.  Less than five percent of our revenue comes from permanent placements where the Company earns and accrues the revenue 30 days after a client hires an employee full time on their payroll as per the Companys hire agreement. The Companys only expense on this work is commissions, which are accrued and payable when the revenue is earned. During the last fiscal year the Company had a nominal amount of consulting income through Daniels Corporate Consulting. This work is performed on a contractual basis only with revenues being accrued as the contract is performed and any expenses associated with these revenues is accrued when incurred. Lastly, the Company has not performed any merchant banking services but in such an event the Company would earn revenues through the receipt of discounted stock positions paid to the Company in exchange for consulting services performed. The revenue would be earned upon the completion of the services and any expenses would be recorded as incurred.



F-8



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007







NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





INFe-Human Resources of New York, Inc., and INFe Human Resources-Unity, Inc. conduct employment-staffing services.



Daniels Corporate Advisory Company, Inc., (Daniels) has revenues as a result of corporate financial consulting services which are recognized as services are performed. Daniels also operates the merchant banking division, which did not have any revenues to recognize.



Investments



Marketable securities are classified as available-for-sale. Accordingly, they are carried at fair value with unrealized gains and losses reported, net of deferred income taxes, in accumulated other comprehensive income, a separate component of stockholders equity.





F-9





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Fair Value of Financial Instruments



The carrying amounts reported in the consolidated balance sheets for cash, deposits, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of the financial instruments.



The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.



Allowance for Doubtful Accounts



The Company establishes an allowance for doubtful accounts through a review of several factors, including historical collection experience, current aging status of the customer accounts and the financial condition of the customers.



Fixed Assets



Fixed assets are reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.



Financing Fees



Financing fees are being amortized over the life of the related liability on the straight-line method which is not materially different than using the effective interest method.



Goodwill and Intangible Assets Arising from Acquisitions



The reported amounts of goodwill for each business reporting unit are reviewed for impairment on an annual basis and more frequently when negative conditions such as significant current or projected operating losses exist. The annual impairment test for goodwill is a two-step process and involves comparing the estimated fair value of each business reporting unit to the business reporting unit's carrying value, including goodwill. If the fair value of a business reporting unit exceeds its carrying amount, goodwill of the business reporting unit is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any.  The Companys annual impairment tests as of November 30, 2007 resulted in recording an impairment of goodwill and intangible assets of $199,456. The amount of contingent liabilities that are quantified in subsequent periods generally will result in additional goodwill and/or intangible assets.







F-10



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007





NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Evaluating Impairment of Long-lived Assets



When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed. For an asset classified as held for use, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if a write-down to fair value is required. When an asset is classified as held for sale, the asset's book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases while it is classified as held for sale.



Net Loss Per Share



Net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti−dilutive. The following is a reconciliation of the computation for basic and diluted EPS for the three months end February 29, 2008 and February 28, 2007:





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



20082007Net loss$(446,452)$(196,235)Weighted-average common shares outstanding  basicWeighted-average common stock31,535,58113,950,474EquivalentsStock options--Warrants--Convertible Notes--Weighted-average common shares outstanding- diluted31,535,58113,950,474






Income Taxes



The Company recognizes the amount of taxes payable or refundable for the year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized.







In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.



The Company is in the process of bringing its tax filings current.



F-11



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 3    ACCOUNTS RECEIVABLE



In 2006, the Company entered into an agreement with a financial institution to sell its trade receivables on a limited recourse basis.  Under the terms of the agreement, the financial institution makes advances in reliance on the collectability of the assigned receivables value upon sale.  The financial institution has been granted security interests in all of the Companys receivables.  As collections reduce previously sold receivables, the Company may replenish these with new receivables. At February 29, 2008 and November 30, 2007, trade receivables of $193,889 and $184,193, respectively, had been sold and remain outstanding and the Company has received advances of $322,248 and 256,936, respectively, against those receivables.  Sales of receivables amounted to approximately $1,450,000, for the three months ended February 29, 2008. The risk from bad debt losses on trade receivables sold is retained by the Company.  The Company addresses its risk of loss on trade receivables in its allowance for doubtful accounts.



Accounts receivable consisted of the following at February 29, 2008 and November 30, 2007:

|                                |              |  |             
|------------------------------- | ------------ |  | ------------
|                                |              |  |             
|                                | February 29, |  | November 30,
|                                | 2008         |  | 2007        
|Accounts receivable             | $192,936     |  | $292,337    
|Allowance for doubtful accounts | (29,181)     |  | (49,507)    
|                                | $163,755     |  | $243,830    
|                                |              |  |             





NOTE 4    ACQUISITIONS AND INTANGIBLES



On April 27, 2007 INFE Human Resources, Inc. purchased 100% of the outstanding stock of Gilsor in exchange for 150,000 fully vested shares of restricted common stock, which were valued at $.35 per share or $52,500 which was attributed to goodwill. This acquisition was deemed not material to the financial position of the Company. In addition, the  shareholders of Gilsor were granted 4,000,000 contingent warrants for common stock of the Company. These warrants may not be vested unless INFE achieves $7.5 million in additional quarterly revenue in its periodic SEC filings achieves $720,000 in additional quarterly Earnings Before Interest, Taxes, Depreciation and Amortization also as reported in its SEC filings and the Company successfully refinances its existing debt on terms acceptable to IFHRs Chairman. The warrants are convertible at various exercise prices as benchmarks are reached and the warrants become vested.  Further the Company has issued 1,000,000 warrants exercisable at $0.50 per share in connection with a separate consulting agreement with one of the principals. These warrants were valued at $327,879 using the Black-Sholes pricing model using the following assumptions:





F-12





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 4    ACQUISITIONS AND INTANGIBLES (CONTINUED)



also as reported in its SEC filings and the Company successfully refinances its existing debt on terms acceptable to IFHRs Chairman. The warrants are convertible at various exercise prices as benchmarks are reached and the warrants become vested.  Further the Company has issued 1,000,000 warrants exercisable at $0.50 per share in connection with a separate consulting agreement with one of the principals. These warrants were valued at $327,879 using the Black-Sholes pricing model using the following assumptions:



Expected term (in years)                                  7

Expected stock price volatility                  182%

Expected stock dividend yield                      0%

Risk-free interest rate                                  4.4%



For the three months ended February 29, 2008 $9,563 was recognized as an expense of this deferred consulting fee.



During the fiscal year ended November 30, 2006, the Company acquired Business Staffing, Inc. (Monarch), Express Employment Agency, Empire Staffing, Inc. and Cosmo/Mazel . The acquisitions of Express and Empire were determined by the Company to be not material to the financial position of the Company. The acquisitions were accounted for as business purchases and recorded at the estimated fair values of the net tangible and identifiable intangible assets acquired. The excess of the purchase price over the assets acquired was recorded as goodwill. Valuations generally were determined by an independent valuation expert.  Intangible assets consist of the following:



|                                |  |                   |                  
|------------------------------- |  | ----------------- | -----------------
|                                |  | February 29, 2008 | November 30, 2007
|Trademarks                      |  | $1,284,725        | $1,284,725       
|Non-compete agreement           |  | 180,070           | 180,070          
|Customer list                   |  | 334,866           | 334,866          
|                                |  | 1,799,661         | 1,799,661        
|Less: Accumulated amortization  |  | (203,979)         | (176,129)        
|Impairment at November 30, 2007 |  | (146,976)         | (146,976)        
|Intangible assets, net          |  | $1,448,706        | $1,476,556       
|                                |  |                   |                  
|Goodwill                        |  | $319,175          | $319,175         
|Less: Reduction in note         |  | (30,000)          | (30,000)         

|                                |  |          |         
|------------------------------- |  | -------- | --------
|Impairment at November 30, 2007 |  | (52,500) | (52,500)
|Goodwill, net                   |  | $236,675 | $236,675



F-13





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 4    ACQUISITIONS AND INTANGIBLES (CONTINUED)



The purchase agreement in connection with the acquisition of Cosmo/Mazel contains two contingent payout calculations. To the extent that the Base Price (The Base Price or Contingent Price is defined as 150% of the sellers EBITDA for the twelve months ended September 30, 2005 which was $ 1,283,580) does not equal or exceed $1,500,000, the amount of such deficiency shall be payable by the Buyer to the Seller under the following conditions over a two year earn-out period.  The contingent price shall be equal to the net difference between $1,500,000 and the Base Price calculated at the end of each of the two subsequent years on a trailing twelve months basis. The contingent price shall be payable within a period of sixty days from the completion of each earn-out calculation. As of February 29, 2008 and November 30, 2007  no amounts were due under this provision.



In addition, if on a cumulative basis, the total Consolidated Gross Profit (It is intended that Gross Profit be the difference between revenue and the cost of providing a service, before deducting overheads) for the two year earn-out period exceeds the cumulative Contingent Price for that same period, then the Contingent Price will be prorated upward proportionate to such overage. Any such additional contingent price will be paid within sixty (60) days from completion of the two-year earn-out term. In no event, shall such additional contingent payment cause the total of Base Price and Contingent Price to exceed $2,000,000. As of February 29, 2008 and November 30, 2007  no amounts were due under this provision.



The Company pursuant to its annual impairment test, determined that impairments amounting to $199,476, were required at November 30, 2007.



NOTE 5-   CONVERTIBLE NOTES PAYABLE



The Company executed a Securities Purchase Agreement to issue 8% secured convertible notes payable in the amount of $3,000,000.  The notes are convertible at anytime by the holder of the security into shares of common stock, par value $.001 per share.  In addition, the Company issued warrants enabling the buyer to purchase 800,000 shares of common stock at an exercise price of $1.50 per share and warrants enabling the buyer to purchase 10,000,000 shares of common stock at an exercise price of $0.10.  The Company has issued $2,435,000 of convertible notes in three tranches. One tranche of $1,250,000 was issued on November 29, 2005 the second tranche of $750,000 was issued on February 14, 2006 and the third tranche of $435,000 was issued on November 23, 2007.  The notes mature 3 years from their date of issue.  The warrants value, relative to the corresponding notes, has been accounted for as a debt discount, to be amortized over the life of the corresponding convertible notes.  The value of the warrants has been determined using the Black-Scholes pricing model as follows:



|                              |              |              |             
|----------------------------- | ------------ | ------------ | ------------
|                              |              |              |             
|                              | November 23, | February 14, | November 29,
|Issue Date                    | 2007         | 2006         | 2005        
|Valuation assumptions:        |              |              |             
|Expected term (in years)      | 5            | 5            | 5           
|stock price volatility        | 482%         | 125%         | 132%        
|Expected stock dividend yield | 0%           | 0%           | 0%          
|Risk-free interest rate       | 3.40%        | 4.60%        | 4.40%       
|Fair value per warrant        | $0.10        | $0.35        | $0.54       
|Number of warrants            | 10,000,000   | 300,000      | 500,000     
|Value of warrants             | $1,000,000   | $105,263     | $271,458    
|Relative value of warrants    | $303,136     | $92,308      | $223,025    
|                              |              |              |             







The Company paid fees of $72,211 and $250,000 in association with the convertible notes issued in 2007 and 2006, respectively.  The fees are being amortized over the life of the notes.  Amortization of $28,148 and $22,133 was recorded for the three months ended February 29, 2008 and February 28, 2007, respectively.



These notes contain conversion prices per underlying common share which were below the market value of the Companys stock at the dates of issue. Because the conversion was in-the-money at the date of issue of each issue, the Company recognized an expense of $153,882, $8,994 and $1,026,975 in years 2007, 2006 and 2005, respectively.





F-14





INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 5-   CONVERTIBLE NOTES PAYABLE (CONTINUED)



Although the Company has not met some of the terms of the agreement, the lender has stated that the notes will not be considered as being in default.  The notes have been classified as current liabilities in the accompanying balance sheets since they may be called at any time. If the agreement were strictly followed, there would be substantial penalties for interest due because of a default and significant penalties for the inability to satisfy stock registration rights under the agreement could also be imposed in the future.



As described above, the Company has executed an agreement with four entities in which the Company may issue up to $3,000,000 of convertible debt upon certain milestones being reached by the Company.  On November 29, 2005, the Company issued convertible notes totaling $1,250,000 due November 29, 2008 that are convertible into shares of common stock of the Company at a variable conversion price equal to fifty percent of the average of the lowest three (3) trading prices of the stock during the twenty days prior to the conversion.  The convertible notes are available for conversion into shares of common stock in the amount of the principal balance of the note plus any accrued and unpaid interest.  No holder or its affiliate may convert the notes for shares in excess of ownership in the Company of greater than 4.99%.  The convertible notes are issued at par and pay interest at 8% quarterly.  A condition of the convertible notes is that the Company must file a registration statement, which has become effective.  Failure on the Companys part to have a registration statement become effective could subject the Company to damages under the agreement that currently approximate $40,000 per month. In addition to the issuance of the convertible notes payable, the Company was required to issue warrants to the Note Holders to purchase shares of common stock of the Company at an exercise price of $1.50 per share.  On November 29, 2005, the Company issued 500,000 warrants which are convertible into 500,000 shares of common stock and expire November 29, 2010.  The Company issued an additional 300,000 warrants on February 14, 2006 and 10,000,000 additional warrants exercisable at $0.10 per share were issued on November 23, 2007. These warrants expire 5 years from the date of issuance.



The Company holds a call option that would allow the Company to prepay the convertible notes under certain conditions. As long as the Company is not in default, the Company has sufficient number of shares to convert the full amount of the notes, and the Companys stock is trading at or below $1.00, then at any time after the Issue Date, with ten (10) trading days prior written notice to the Note Holders, the Company has the option to prepay all of the outstanding Notes.  The prepayment amount is tiered based on when the call option is exercised and varies from 125% to 140% of the outstanding balance plus default interest and penalties if applicable.



F-15



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 5-   CONVERTIBLE NOTES PAYABLE (CONTINUED)



Moreover, the Company holds a partial call option.  In the event that the price of the Common Stock, for each day of a month is below $.57, the Borrower may, at its option, prepay a portion of the outstanding principal amount of the Notes equal to 104% of the principal amount hereof divided by thirty-six (36) plus one months interest.



If the Company fails to deliver certificates for the Warrant Shares within five (5) business days after exercised, it is liable to the Holder for a penalty equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price for each day that the Company fails to deliver certificates for the Warrant Shares.



The warrants contain a cashless exercise provision, which can be utilized if there is no effective resale registration statement at the time of exercise.  In the event of a Cashless Exercise, the Holder receives a number of shares of Common Stock determined by multiplying the number of Warrant Shares to which the Holder would otherwise be entitled by a fraction, the numerator of which is the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which is the then current Market Price per share of Common Stock.



The Warrants contain a limitation whereby the Holder cannot exercise shares such that the Holder would beneficially own, including all other share ownership, in excess of 4.99% of the outstanding common stock of the Company. The Warrants contain anti-dilution provisions whereby the price is adjusted for issuances of common stock by the Company for no consideration or consideration below market value.



Concurrently with the execution of the Securities Purchase Agreement for the convertible notes, the Company entered into a Registration Rights Agreement requiring the Company to register 2 times the total number of shares issuable upon conversion of the convertible notes and all shares underlying the warrants. Under the registration rights agreement, if the registration statement relating to the securities is not declared effective by the SEC within 120 days of March 30, 2006, Infe is obligated to pay a registration default fee equal to the principal of the Convertible Notes outstanding multiplied by .02 multiplied by the sum of the number of months that the registration statement is not yet effective, on a pro rata basis.  The Companys failure to make this registration effective could result in the assessment of liquidated damages in the amount of $5,000 for each $250,000 of Outstanding Principal per month against Infe beginning March 30, 2006.



F-16



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 5-   CONVERTIBLE NOTES PAYABLE (CONTINUED)

The potential damages amount to $860,000 for the first two tranches at November 30, 2007.Furthermore, a breach of the representations and warranties contained in the Securities Purchase Agreement, a failure to accept an otherwise legally valid transfer or re-sale of the securities, and the failure to reserve and have authorized 2 times the amount of shares necessary for the conversion of the notes and warrants, exposes the Company to liquidated damages in the amount of three percent (3%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company.



In the event that the Company elects to make payment of liquidated damages in common stock, such stock is to be issued at the conversion rate at the time of such issuance.



The Company is also required to pay a penalty of $2,000 per day to the investors if they fail to deliver the shares of common stock upon a conversion of the Convertible Notes within two business days upon receipt of the conversion notice.



As of November 30 2007, the Lender has stated that the Notes will not be considered in default but has not waived its right to do so in the future.  Accordingly, the Company has not accrued damages in its financial statements.



As of February 29, 2008 the Company was not declared to be in default of any provisions of the Convertible Debentures. As of the date hereof, The Company has failed to comply with the following terms of the convertible debentures:  1) failed to cause a registration statement to be effective by July 30, 2006; 2) Failed to comply with the requirement that the Company to timely file all reports with the SEC, (its Form 10-KSB for the fiscal year end November 30, 2006 was untimely); and 3) failure to pay quarterly interest.





F-17



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 6-   LONG-TERM LIABILITIES

| |                                                                                                                                                                           |  |              |             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------------
| |                                                                                                                                                                           |  | February 29, | November 30,
| |                                                                                                                                                                           |  | 2008         | 2007        
| | Bank revolving line of credit of up to $75,000 expiring in three-years and having an annual interest rate of 9.25%.  The loan is secured by the Companys assets.         |  | $66,988      | $73,220     
| | Loan outstanding with an employee and former owner of an acquired Company, Cosmo/Mazel.  The loan is a twelve month unsecured loan with an interest rate of 5% per annum. |  | 0            | 3,580       
| | Total Long-Term Liabilities                                                                                                                                               |  | 66,988       | 76,800      
| | Less: Current Portion                                                                                                                                                     |  | (20,058)     | (25,504)    
| | Net Long-Term Liabilities                                                                                                                                                 |  | $46,930      | $51,296     





Principal maturities of the long-term liabilities are as follows:

|                        |  |        
|----------------------- |  | -------
|                        |  |        
|                        |  |        
|Year Ending February 29 |  | Amount 
|2008                    |  | $20,058
|2009                    |  | 14,052 
|2010                    |  | 32,878 

|                            |  |        
|--------------------------- |  | -------
|                            |  |        
|Total Long-Term Liabilities |  | $66,988





F-18







INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007





NOTE 7-   LOAN PAYABLE TO SHAREHOLDERS



The $124,431 loans from Arthur Viola and shareholders has been used for working capital. The loans are non-interest bearing, and have no specific repayment terms. There were no debt cancellations in the quarter ended February 29, 2008 and the Company has been told that there will not be a demand payment within the next 12 months; therefore, the remaining loans have been classified as a long-term liability.



NOTE 8-   GOING CONCERN



The Company has incurred operating losses, and as of February 29, 2008, the Company had a working capital deficit of $2,307,298 and an accumulated deficit of $4,331,320. These factors raise substantial doubt about the Companys ability to continue as a going concern.

Management believes that the Companys capital requirements will depend on many factors including the success of the Companys development efforts and increased sales prices on certain staffing services. Management believes these factors will contribute towards achieving profitability. Management also believes the Company needs to raise additional capital for working capital purposes. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



NOTE 9-   COMMITMENTS AND CONTINGENCIES



Commitments



The Company leases office space under non-cancelable operating leases that expires May 31, 2009 and June 30, 2010.



|                                                                      |           
|--------------------------------------------------------------------- | ----------
|                                                                      |           
|Future minimum lease payments follow for the year ending November 30, | Amount    
|2008                                                                  | $   58,800
|2009                                                                  | 39,400    
|2010                                                                  | 6,600     

| |          
| | ---------
| | $ 104,800



F-19



INFe- HUMAN RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29 2008 AND FEBRUARY 28, 2007



NOTE 9-   COMMITMENTS AND CONTINGENCIES (CONTINUED)



Contingencies



Under the registration rights agreement with the Holders of the Convertible Notes, if the registration statement relating to the securities is not declared effective by the SEC within 120 days of March 30, 2006, Infe is obligated to pay a registration default fee to the note holders equal to the principal of the Convertible Notes outstanding multiplied by .02 multiplied by the sum of the number of months that the registration statement is not yet effective, on a pro rata basis. In addition, the failure to make a registration statement effective could result in the assessment of liquidated damages in the amount of $5,000 for each $250,000 of outstanding principal per month against Infe beginning March 30, 2006. Although the Holders of the Convertible Notes have not notified Infe of a default to date and have stated that the notes will not be considered as being in default, this failure to notify us does not act as a waiver of the default. The Company has classified such notes as current in the accompanying balance sheet.  Accordingly, the Companys failure to make a registration statement effective could result in the assessment of liquidation damages in the amount of $40,000 per month against Infe beginning from July 30, 2006. The total contingent liability for the registration default fee and the liquidated damages through February 29, 2008 could be approximately $860,000.



NOTE 10- Daniels Advisory Consulting



The following comprises the loss from Daniels Advisory Consulting:

|                        |                       |                       | 
|----------------------- | --------------------- | --------------------- | 
|                        | Three Months Ended    | Three Months Ended   
|                        | February 29, 2008     | February 28, 2007    
|Revenues                | $                   - | $                   -
|EXPENSES:               |                       |                      
|Advertising             | 3,200                 | 53,894               
|Legal fees              | 10,000                | -                    
|Accounting fees         | 35,000                | 15,300               
|Rent                    | 5,750                 | 16,500               
|Office & Administrative | 3,392                 | 1,052                
|Consulting              | 74,150                | 51,500               
|                        | 131,492               | 138,246              

|                                       |             |            | 
|-------------------------------------- | ----------- | ---------- | 
|                                       |             |           
|Realized gain on marketable securities | -           | 23,481    
|                                       |             |           
|                                       | $ (131,492) | $(114,765)



F-20



Item 2.

Management's Discussion and Analysis or Plan of Operation.



THE  FOLLOWING  DISCUSSION  SHOULD  BE READ  IN  CONJUNCTION WITH  THE COMPANY'S FINANCIAL STATEMENTS  AND THE  NOTES TO THOSE  STATEMENTS  AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.



OVERVIEW

General



INFe-Human Resources, Inc. was incorporated in the State of Nevada on March 31, 2000. The Company was a subsidiary of INFe, Inc. a publicly trading entity on the over the counter bulletin board through October 31, 2003.  On October 21, 2003, the Company purchased all of the common stock of Daniels Corporate Advisory Company, Inc. (Daniels), a Nevada company formed on May 2, 2002. Daniels Corporate Advisory Company, Inc. has thereafter been a wholly owned subsidiary of Infe.  On December 14, 2005, we formed Infe-Human Resources of New York, Inc., in Nevada to operate a staffing services division.  Infe-Human Resources of New York, Inc. is a wholly owned subsidiary.  On January 19, 2006, we formed Infe-Human Resources Unity, Inc. in Nevada to operate additional staffing services.  Infe-Human Resources Unity, Inc is a wholly owned subsidiary.  In addition, Monarch Human Resources, Inc. is a wholly owned subsidiary of Infe Human Resources of New York, Inc. and Empire Staffing, Inc. is a wholly owned subsidiary of Monarch Human Resources, Inc.  On April 27, 2007, we purchased all of the issued and outstanding equity of Gilsor Technology Holdings, Inc. resulting in Gilsor becoming a wholly owned subsidiary.



4





Through our affiliate company, Daniels Corporate Advisory Company, Inc., we offer: (a) corporate financial consulting and (b) merchant banking. Our corporate financial consulting provides advisory services to client companies.  Merchant banking includes equity funding of the growth of client and payroll service companies, as well as funding equity of small public companies.



We are considering divesting ourselves of a percentage of the Daniels equity owned by the Company, through a dividend to our shareholders in a transaction known as a spin-off.



Through our wholly owned subsidiary, Infe-Human Resources of New York, Inc., we conduct part of our employment staffing services. The staffing services includes both temporary and permanent placement for both professional and nonprofessional employment.  Infe Human Resources of New York, Inc. operates through two wholly owned subsidiaries, Monarch Human Resources, Inc. and Empire Staffing, Inc.  Also, through our wholly owned subsidiary, Infe-Human Resources Unity, Inc. we conduct additional employment staffing services.



On June 1, 2006 Infe-Human Resources Unity, Inc. purchased the assets and business operations of Cosmo Temp, Inc. and Mazel Temp, Inc. both of which are employee staffing companies.  The Company formed Infe-Human Resources Unity, Inc. to acquire Cosmo Temp and Mazel Temp, rather than utilize the already operating Infe Human Resources of New York, due to certain future performance based provisions (earn-out provisions) related to the consideration to be paid for the assets and business operations of Cosmo Temp and Mazel Temp.



The staffing business, through both Infe-Human Resources Unity and Infe-Human Resources of New York, is our primary source of revenue.



Daniels developed and implemented the Staffing Company Rollup for its parent, INfe Human Resources, Inc., as a pilot project in order to advance and publicize in-house consulting and senior management expertise.  In general, Corporate Consulting Assignments have as a primary aim for a client company to advance from the OTC:BB to the American Stock Exchange through a leveraged acquisition/rollup strategy. Daniels has not yet achieved this goal, but is still working towards this end.



It is our plan that the future profits from Corporate Consulting Assignments will be invested in the In-house Fund of the Merchant Bank Division for investment in client companies needing equity for down payment amounts in leveraged transaction(s) to meet exchange listing requirements and in the expansion of the wholly-owned Consolidated Staffing Companies through direct acquisition of additional, diversified companies in specific growth niches and through the development of add on services that can be marketed down the same client/employee pipeline.



5





Future Plans



We intend to look at potential acquisitions in complementary areas of staffing services and business services and to grow through internal sales and development initiatives as well.



Due to our physical presence in New York, we expect to expand our current New Jersey  New York concentration down the east coast.  We are currently developing a working relationship with several sales professionals in the Staffing Industry that will use their expertise and networks to aid in this East Coast Expansion.  We expect to expand down the East Coast to Florida, during the current fiscal year.  This growth should come from the internal generic growth opportunities mentioned herein, as well as further execution on select acquisition opportunities, as they become available.



Management believes that Florida is fast growing due to its (i) above average population growth; (ii) a low tax regulatory climate; (iii) a favorable climate for small businesses including such things as State funded business incubators; and (iv) a diverse population, all of which lead, in management's view, to greater small business formation and correspondingly greater potential demand for our services.



We are considering divesting ourselves of Daniels through a dividend to our shareholders of all of the Daniels capital stock in a transaction known as a spin-off.



RESULTS OF OPERATIONS

THREE MONTHS ENDED February 29, 2008

COMPARED TO THREE MONTHS ENDED February 28, 2007



Revenues



Revenues were $1,478,787 for the three months ended February 29, 2008, as compared to $1,644,044 for the three months ended February 28, 2007, a decrease of $165,257 or 10.1%. This decrease reflects a reduction in revenue of our staffing operations caused by both a downturn in economic conditions and the continued elimination of low margin work.



Cost of Sales



Cost of revenues was $1,361,913 for the three months ended February 29, 2008, as compared to $1,340,275 for the three months ended February 28, 2007, an increase of $21,638 or 1.6%. Continued support of the current operating structure including supervisory personnel provided to our clients who have container work has led to a temporary erosion of margins until adjustments can be made in the container billing price expected  to be implemented in our second fiscal quarter.



Gross Profit



Gross profit was $116,874 for the three months ended February 29, 2008, and $303,769 for the three months ended February 28, 2007. Gross profit decreased by $186,895 or 61.5% which was principally the result of the increased costs to perform the services.





6



Selling, General and Administrative expenses



Selling, General and Administrative expenses for the three months ended February 29, 2008, were $228,568 compared to $218,713 for the three months ended February 28, 2007

an increase of $9,855 or 4.5% was the result of increased transportation cost and a slightly higher overhead cost spread over lower level of staffing revenues.



Income(deficit) from Staffing Operations



The loss from staffing operations before depreciation and amortization for the three months ended February 29, 2008, was $111,694  as compared to income of $85,056 for the three months ended February 28, 2007. The decrease  in income  was due to the items discussed above .



Depreciation and Amortization



Depreciation for the three months ended February 29, 2008, was $6,963  as compared to $6,166 for the three months ended February 28, 2007. Amortization of intangibles for the three months ended February 29, 2008, was $27,850  as compared to of $28,338 for the three months ended February 28, 2007.



Loss from Daniels Advisory Consulting Operations



Loss from Daniels Advisory Consulting operations for the three months ended February 28, 2008 was $131,492 compared to $114,765 for the comparable period of 2007, an increase of $16,727 or 14.5%. The company has tried to increase the visibility of Daniels Advisory Consulting through investor awareness resulting in the increase in expenses along with increased professional fees for the same period last year.



Interest Expense



Net interest expense was $127,554 and $132,022 for the three months ended February 29, 2008 and February 28, 2007, respectively, a decrease of $4,468 or 0.3% This decrease was primarily attributable to the overall decrease in revenue and accordingly a decrease in interest on factored receivables..



Net loss  was ($446,452) for the three months ended February 29, 2008, compared to ($196,235) for the three months ended February 28, 2008, an increase of $250,217 or 127.5%. This increased loss is principally related to the decreased economic activity combined with the companys continued emphasis on higher margin revenue and the current decrease of revenue from eliminating low margin clients.







7



LIQUIDITY AND CAPITAL RESOURCES



Our current financial statements show a capital deficit. Mandatory increases in the minimum wage have increased our wage expense causing a strain in our day to day activities. Management has identified the specific operations impacted by these increases and has moved to raise capital to cover the short term gap until revenue is increased through price increases in our second fiscal quarter.



Our financial statements are prepared on a going concern basis, which assumes that we will realize assets and discharge liabilities in the normal course of business. With continued efforts to reduce expenses and increase revenues we believe we will generate sufficient cash flow to support current operations through fiscal 2008.  We have cash flow demands on financing we currently have in place, however the interest payments are non-cash items, as they are contracted to be paid in the form of common stock. Management is currently seeking replacement financing that will be more conducive to achieving long-term goals via additional acquisitions using the common stock and other securities packages of the Company.



Our commitments for capital expenditures and leasing commitments include our month-to-month lease of our corporate operations office in New York, a monthto-month lease of our Executive Offices/Board Room in New York, a month to month lease for a small office in New Jersey, which was the former Express Employment Agency office and a three year lease for offices in New Jersey which were the former Mazel Temp and Cosmo Temp offices.  In addition, the Company has obligations associated with its outstanding Secured Convertible Promissory Notes and Notes payable associated with its recent acquisitions.



On June 1, 2006, Infe closed on the acquisition of the assets of Cosmo Temp, Inc. and Mazel Temp, Inc.  At closing Infe utilized $950,000 of its cash.  In addition at Closing Infe was obligated to pay an additional $333,580 over the next twelve months payable as negotiated. As of February 29, 2008 the outstanding balance owed for the acquisition of Cosmo Temp and Mazel Temp was zero.



Additional financing is currently being raised in the form of accounts receivable financing (factoring) while negotiations continue with institutional investors for a private placement of equity securities.



8



On November 30, 2005, we sold 8% Secured Convertible Promissory Notes for an aggregate of $1,250,000 to four investors.  On February 14, 2006, the same four investors each purchased additional secured convertible notes for an aggregate of $750,000.



On November 27, 2007, we sold an additional 8% Secured Convertible Promissory Notes for an aggregate of $435,000 to three of the four investors. Each of the notes has a three year term.



The funds from the sale of the Convertible Promissory Notes provided the down payment amounts for the Monarch Acquisition and its add-on acquisition of Express Employment, as well as the down payment amount for the Cosmo/Mazel Asset Purchase Acquisition.  The Convertible Note funding also provided working capital for the entire staffing operation, as well as our overall operations.   To date, the Convertible Notes have provided $2 Million.  Management is actively seeking replacement financing and expects to pay off the Convertible Notes over the next 12 months either by means of outside financing or a combination of outside financing and the use of excess cash flow from all the staffing subsidiaries as well as any consulting cash flows.  The Company does not expect the conversion of a significant portion of the Notes and may provide non-affiliated, friendly buyers for the Notes.



Unlike venture capital funding, the Convertible Note Financing allows management to stay in charge and carryout its business plan without judgmental interference and does not drain corporate liquidity and cash. Unlike conventional venture capital debt, whose debt service comes out of corporate cash flow, the existing Convertible Note Debt is convertible into equity.



Section 4(e) of the Securities Purchase Agreement with the Holders of our Convertible Notes prohibits Infe from obtaining additional equity financing involving the sale of convertible securities, common stock at a discount to market or warrants, without first obtaining the consent of the Holders, for a period ending on the later of 270 days from November 30, 2005 or 180 days from the effectiveness of a registration statement. In addition, Infe granted the Holders a right of first refusal on future offerings for a period in excess of two (2) years.  The right of first refusal is subject to certain exclusions, including, a capital raise involving a firm commitment underwritten public offering for in excess of $15,000,000, issuances associated with mergers, acquisitions and joint ventures, and issuances under stock option plans.



Section 4(j) of the Securities Purchase Agreement with the Holders of our Convertible Notes provides that so long as a selling stockholder beneficially owns any Notes or Warrants, Infe shall maintain its corporate existence and shall not sell all or substantially all of its assets, except in the event of a merger or consolidation or sale of all or substantially all of the Companys assets, where the surviving or successor entity in such transaction (i) assumes the Companys obligations and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.





9



Under the registration rights agreement with the Holders of our Convertible Notes, if a registration statement relating to the securities is not declared effective by the SEC within 120 days of issuance of the Notes, Infe is obligated to pay a registration default fee to the Note holders equal to the principal of the Convertible Notes outstanding multiplied by .02 multiplied by the sum of the number of months that the registration statement is not yet effective, on a pro rata basis.  Although the Holders of the Convertible Notes have not notified Infe of a default to date, this failure to notify us does not act as a waiver of the default. Accordingly the Company has classified the Convertible note as long-term. The Companys failure to make a registration effective could result in the assessment of liquidated damages in the amount of $40,000 per month against Infe beginning from July 30, 2006.



OFF-BALANCE SHEET ARRANGEMENTS



As of February 29, 2008, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.





DESCRIPTION OF PROPERTY



Our New York operational offices, are located in an office service complex located on the 22nd floor of 67 Wall Street, New York, New York 10005-3198.  Our lease is month-to-month with no expiration date.



In addition, we lease approximately 2500 square feet of office space at 1405 Clinton Ave., Irvington, NJ 07111, which lease is    for a three year period beginning June 1, 2006.  Our landlord for this property is Ludin Pierre, who is an employee of Infe Human Resources-Unity, Inc. and from whom we purchased Cosmos Temp, Inc. and Mazel Temp., Inc.



In addition, we lease approximately 1,500 square feet of office space at 1027 Hooper Avenue, Toms River, New Jersey for the operational headquarters of the Monarch Human Resources, Inc. Subsidiary of the Company.



In addition, we lease approximately 900 square feet of Executive Office/Board Room space at 106 Central Park South in Manhattan New York. This space is rented by the Company on a month to month basis from the Chairman and CEO, Arthur D. Viola, who has personally guaranteed a one year lease on the space.



We believe that our existing facilities are adequate for our needs for the foreseeable future and that if additional space is needed, it would be available on favorable terms at the same location.





Item 3. Quantitative and Qualitative Disclosures about Market Risk



We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.



Item 4.  Controls and Procedures



We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Based on that evaluation, our Chief Executive Office and Chief Financial Officer, concluded that our disclosure controls and procedures as of February 29, 2008, had deficiencies that caused our controls and procedures to be ineffective. These deficiencies consisted of inadequate staffing and supervision that could lead to the ultimate identification and resolution of accounting and disclosure matters and failure to address these deficiencies. There have been no significant changes to our controls or other factors that could significantly affect internal controls subsequent to the period covered by this Quarterly Report.



Other than indicated above, there were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





10





PART II

OTHER INFORMATION



Item 1.  Legal Proceedings



We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.



Item 1A.  Risk Factors



We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.



Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.



On January 31, 2008 we issued three Callable Secured Convertible Notes totaling $284,811 to three of the holders of the Companys Convertible Notes. This amount represents the unpaid interest on the related Convertible Notes. Such Callable Secured Convertible Notes mature on January 31, 2011 bear interest at 2% and are convertible into common stock of the Company based on formulae included in the document.



Item 3.  Defaults Upon Senior Securities



none



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



none



Item 5.  Other Information



On December 22, 2005, we filed a Current Report on Form 8-K reporting the acquisition of Monarch Human Resources, Inc., a New Jersey employee staffing company (Monarch) and stating that we will file the required financial statements within the requisite seventy-one (71) days.  Immediately prior to the acquisition, Monarch had completed the acquisition of Business Staffing, Inc. and accordingly our acquisition of Monarch was in substance an acquisition of BSI.  Consistent therewith, we attempted to prepare financial statements and pro forma information required by Item 9 of Form 8-K.  Despite our good faith efforts, Monarch had insufficient BSI records to prepare the required financial statements.  For several months, Monarch has been attempting to obtain the missing financial records related to the acquisition of BSI for the purpose of completing an audit thereon.  Nevertheless, despite repeated demands the principal of BSI has refused to deliver said records.  Accordingly, pursuant to Rule 3-13 of Regulation S-X, we have requested that the Commission permit us to omit from our Form 8-K certain required financial information related to the acquisition.



11







Item 6.  Exhibits



EXHIBIT

NUMBER

DESCRIPTION

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

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



31.1

Amended Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 302





31.2

Amended Certification of Chief  Financial Officer pursuant to Sarbanes-Oxley Section 302





32.1

Amended Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906



32.2

Amended Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Section 906











SIGNATURES



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



Infe-Human Resources, Inc.



Date: April 22, 2008



/s/Arthur Viola

By:  Arthur Viola

Chief Executive Officer



Date: April 22, 2008



By /s/:  John Rudy

Chief Financial Officer

Date:  April 22, 2008



In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



Date: April 22, 2008



/s/Arthur Viola

By:  Arthur Viola

Chief Executive Officer



Date: April 22, 2008



By /s/:  John Rudy

Chief Financial Officer

Date:  April 22, 2008







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