U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-118199 ACTION INDUSTRIES, INC.(Exact name of small business issuer as specified in its charter) Georgia11-3699388(State or other jurisdiction of incorporation or formation)(I.R.S. employer identification number) 8744 Riverside House Path Brewerton, NY  13029 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (315) 703-9012
Issuer's facsimile number: (315) 451-3964 No change(Former name, former address and former
fiscal year, if changed since last report) Copies to:Richard W. Jones 
Jones & Haley, P.C.
115 Perimeter Center Place, Suite 170
Atlanta, Georgia  30346
(770) 804-0500
www.corplaw.net 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. Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [  ]       No [  ] APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 11,300,000 shares of $.001 par value common stock was outstanding as of March 31, 2009. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one): Large Accelerated Filer [  ] Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller reporting company [X] (Do not check if a smaller reporting company)  2  ACTION INDUSTRIES, INC.(a corporation in the development stage)INTERIM AND UNAUDITED FINANCIAL STATEMENTS INDEX  PART I  FINANCIAL INFORMATION: Page  Item 1.  Financial Statements 4  Balance Sheet  March 31, 2009 (Unaudited) 5  Statements of Operations for the three months ended March 31, 2009 and the cumulative period from December 4, 1995 (inception) to March 31, 2009 (unaudited) 6  Statements of Cash Flows for the three months ended March 31, 2009 and the cumulative period from December 4, 1995 (inception) to March 31, 2009 (unaudited) 7  Notes to Unaudited Financial Statements 8-16  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations 17  Item 3.  Quantitive and Qualitative Disclosure About Market Risks 18  Item 4.  Controls and Procedures 19  PART II  OTHER INFORMATION:  Item 1.  Legal Proceedings 19  Item 1A.  Risk Factors 19  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 19  Item 3.  Defaults Upon Senior Securities 19  Item 4.  Submission of Matters to a Vote of Security Holders 19  Item 5.  Other Information 19  Item 6.  Exhibits 20 Signatures 20





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ACTION INDUSTRIES, INC. (A Development Stage Company)  -:-    March 31, 2009


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Action Industries, Inc.(A Development Stage Company)BALANCE SHEETS(Unaudited)March 31,December 31,20092008ASSETSCurrent Assets:Cash$                     50$                    743Inventory1,217914Total Current Assets1,2671,657Property and Equipment:Phone Card Machines8,1008,100Computer Equipment1,2731,273Less:  Accumulated Depreciation(6,097)(5,728)Net Property and Equipment3,2763,645TOTAL ASSETS$                 4,543$                 5,302LIABILITIES & EQUITYCurrent Liabilities:Accounts Payable$                         -$                 9,383Related Party Accounts Payable2,4251,738Related Party Note Payable75-Commission Payable132132Interest Payable3,8653,114Shareholder Loan43,40931,400Total Current Liabilities49,90645,767Total Liabilities49,90645,767Stockholder's EquityCommon Stock- $.001 par value; Authorized100,000,000 shares, Issued 11,300,000 sharesat March 31, 2009 and December 31, 200811,30011,300Additional Paid-In Capital20,70020,700Deficit Accumulated During the Development Stage(77,363)(72,465)Total Stockholder's Equity(45,363)(40,465)TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY$                 4,543$                 5,302The accompanying notes are an integral part of these financial statements


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Action Industries, Inc.(A Development Stage Company)STATEMENTS OF OPERATIONS(Unaudited)CumulativeSinceFor the Three Months EndedDecember 4,March 31,199520092008(Inception)Revenues:Sales Revenue$                                     640$                                     640$                                12,725Cost of Operations(754)(764)(14,982)Gross Profits (Loss)(114)(124)(2,257)Expenses:Accounting Fees3,2871,29952,347Consulting Fees--4,500General and Administrative3968445,108Outside Services100-3,850Travel-1,5805,039Total Operating Expenses3,7833,72370,844Operating Income (loss)(3,897)(3,847)(73,101)Other (Income)Expense :Interest Net(751)(521)(3,865)Net Loss Before Taxes(4,648)(4,368)(76,966)Taxes(250)-(397)Net Income (Loss)$                                (4,898)$                                (4,368)$                              (77,363)Basic & Diluted Loss per Share$                                  (0.00)$                                  (0.00)Weighted Average SharesOutstanding11,300,00011,300,000The accompanying notes are an integral part of these financial statements


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Action Industries, Inc.
(A Development Stage Company)STATEMENT OF CASH FLOWS
(Unaudited)CumulativeSinceFor the Three Months EndedDecember 4,March 31,199520092008(Inception)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss(4,898)$                 (4,368)(77,363)Adjustments to reconcile net loss to net cashprovided by operating activitiesDepreciation and Amortization3693696,097Stock issued for Services--4,500Changes in Operating Assets and LiabilitiesDecrease (Increase) in Inventory(303)474(1,217)Decrease (Increase) in Accounts Receivable-(320)-Decrease (Increase) in Prepaid Expense--900Increase (Decrease) in Accounts Payable(9,383)(1,119)-Increase (Decrease) in Related Party Accounts Payable687812,425Increase (Decrease) in Commission Payable--132Increase (Decrease) in Accrued Interest7515203,865Net Cash Used in Operating Activities(12,777)(4,363)(60,661)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of Property and Equipment--(1,273)Net Cash Provided by Investing Activities--(1,273)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Related Party Note Payable75-75Proceeds from Shareholder Loan12,0094,30043,409Proceeds from Sale of Common Stock--18,500Net Cash Provided by Financing Activities12,0844,30061,984Net (Decrease) Increase in Cash(693)(63)50Cash at Beginning of Period743494-Cash at End of Period$                     50$                       431$                         50SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest$                           -$                           -$                           -Franchise Taxes$                       250$                           -$                       397SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Stock Issued for Prepaid Expenses$                           -$                           -$                       900Stock Issued for Services$                           -$                           -$                    4,500Stock Issued for Equipment$                           -$                           -$                    8,100The accompanying notes are an integral part of these financial statements


7   ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  This summary of accounting policies for Action Industries, Inc. (a development stage company) is presented to assist in understanding the Companys financial statements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.  Interim Financial Statements  The unaudited financial statements as of March 31, 2009 and the three months then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of the operations for all three months.  Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.  Nature of Operations and Going Concern  The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that Action Industries, Inc. (hereto referred to as the Company) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.  Several conditions and events cast doubt about the Companys ability to continue as a going concern.  The Company has incurred net losses of approximately $77,000 for the period from December 4, 1995 (inception) to March 31, 2009, has an accumulated deficit, has recurring losses, has minimal revenues and requires additional financing in order to finance its business activities on an ongoing basis.  The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its operating expenses.  Management believes that actions presently being taken to revise the Companys operating and financial requirements provide them with the opportunity to continue as a going concern.  These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a going concern.  While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the going concern assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.  If the Company were unable to continue as a going concern, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.  8  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Organization and Basis of Presentation  The Company was originally incorporated under the laws of the State of Georgia on December 4, 1995.  On January 9, 2008, Action Industries Inc., a newly formed Nevada Corporation entered into a merger agreement with Action Industries Inc., Georgia Corporation.  In the merger agreement it was stated that the only surviving entity would be Action Industries Inc., Nevada Corporation (the Company) and as a result of the merger all the outstanding shares of the disappearing Action Industries, Georgia Corporation shall be exchanged for shares in the newly formed Nevada Corporation.  As of March 11, 2008, the Company is incorporated under the laws of the State of Nevada.  The Company is in the development stage, and has not commenced planned principal operations.  The Company has a December 31 year end.  Nature of Business  The Company is primarily in the business of providing prepaid long distance calling cards and other telecommunication products.  Our principal executive offices are located at: 8744 Riverside House Path Brewerton, NY  13029.  Our telephone number is (315) 703-9012.  Cash and Cash Equivalents  For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.    9  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Revenue Recognition  The Company generates revenues by selling pre-paid phone cards in increments of $ 5 and $10. The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition."  SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions.  The Company recognizes revenue when the earnings process is complete.  That is, when the arrangements of the goods are documented, the pricing becomes final and collectibility is reasonably assured.  An allowance for bad debt is provided based on estimated losses.  For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits.  As of March 31, 2009 and December 31, 2008, there was no deferred revenue.  Allowance for Doubtful Accounts  The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility.  Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience.  An additional reserve for individual accounts is recorded when the Company becomes aware of a customers inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customers operating results or financial position.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of March 31, 2009 and December 31, 2008, the Company has determined an allowance for doubtful accounts is not necessary.  Major Customer  During the three months ended March 31, 2009, one supplier accounted for 100% of the Companys revenues.  The Company had revenues of $640 from Tully Hill.  The total revenues were  $640. The loss of this customer would adversely impact the business of the Company.  During the three months ended March 31, 2008, one customer accounted for 100% of the Companys revenues. The Company had revenues of $640 from Tully Hill.  The total revenues were $640.  The loss of this customer would adversely impact the business of the Company.   10  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Major Supplier  During the three months ended March 31, 2009 and the year ended December 31, 2008 one supplier, Best Telecom accounted for 100% of the inventory purchased.  The loss of this supplier would adversely impact the business of the Company.  Inventory  The Companys inventory consists entirely of phone cards. Inventory is recorded at the lower of cost or market, with cost determined on a first-in, first-out basis and market based upon the replacement cost or realizable value.  As of March 31, 2009 and December 31, 2008, inventory was valued at $1,217 and $914, respectively.  Fixed Assets  Fixed assets are stated at cost.  Depreciation expense was $369 for the three months ended March 31, 2009 and March 31, 2008 respectively.  Depreciation and amortization are computed using the full month, straight-line method over the estimated economic useful lives of the related assets as follows:  AssetRatePhone Card Machines7 years    AssetRateComputer Equipment4 years    Maintenance and repairs are charged to operations; betterments are capitalized.  The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.   11  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Concentration of Credit Risk  The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company had cash and cash equivalents of $50 and $743 as of March 31, 2009 and December 31, 2008 all of which was fully covered by federal depository insurance.  Pervasiveness of Estimates  The preparation of financial statements in conformity with generally accepted accounting principles required 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.  Loss per Share  Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the period.  There were no common equivalent shares outstanding during the periods ended March 31, 2009 and March 31, 2008.  Financial Instruments  The Companys financial assets and liabilities consist of cash, inventory, accounts receivable, property and equipment, and accounts payable. Except as otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the sort-term maturities of these instruments.  Income Taxes  The Company accounts for income taxes under the provisions of SFAS No.109, Accounting for Income Taxes.  SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.  12  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Reclassification  Certain reclassifications have been made in the 2008 financial statements to conform to the March 31, 2009 presentation.  Stock-Based Compensation  Effective January 1, 2006, the company adopted the provisions of SFAS No. 123 (R) requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award.  Prior to June 1, 2006, the company accounted for awards granted to employees under its equity incentive plans under the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), as amended.  No stock options were granted to employees during the three months ended March 31, 2009 and the year ended December 31, 2008, and accordingly, no compensation expense was recognized under APB No. 25 for the three months ended March 31, 2009 and year ended December 31, 2008.  In addition, no compensation expense is recognized under provisions of SFAS No. 123 (R) with respect to employees as no stock options where granted to employees.  Under the modified prospective method of adoption for SFAS No. 123 (R), the compensation cost recognized by the company beginning on June 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not vested as of June 1, 2006, based on the grant-dated fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all equity incentive awards granted subsequent to June 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No, 123 (R).  The company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award.  Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award.  To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the dated of implementation, the company followed the alternative transition method discussed in FASB Staff Position No. 123 (R)-3.  During the three months ended March 31, 2009 and year ended December 31, 2008, no stock options were granted to non-employees.  Accordingly, no stock-based compensation expense was recognized for new stock option grants in the Statement of Operations and Comprehensive Loss at March 31, 2009 and 2008.  13   ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Recent Accounting Standards  In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financials Accounting Standards (SFAS) No. 141R, Business Combinations (SFAS 141R), which replaces SFAS No. 141 Business Combinations.  SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interest, contingent consideration, and certain acquired contingencies.  SFAS 141R also requires acquisition-related transaction expenses and restructuring cost be expensed as incurred rather than capitalized a component of the business combination.  SFAS 141R will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  SFAS 141R would have an impact on accounting for any business acquired after the effective date of this pronouncement.  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (SFAS 160).  SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). SFAS 160 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at its fair value.  Upon adoption of SFAS 160, the Company would be required to report any noncontrolling interests as a separate component of stockholders deficit.  The Company would also be required to present any net income attributable to the stockholders of the Company separately in its condensed consolidated statement of operations.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests.  All other requirements of SFAS 160 shall be applied prospectively.  SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non-wholly owned business acquired in the future.  In March 2008, the FASB issued No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. (SFAS 161).  SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Companys financial statements.  14  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)   NOTE 2- DEVELOPMENT STAGE COMPANY  The Company has not begun principal operations and as is common with a development stage company, the Company will have recurring losses during its development stage.  The Companys financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.  NOTE 3 - COMMITMENTS  As of March 31, 2009, all activities of the Company have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.  NOTE 4  RELATED PARTY TRANSACTIONS  As of March 31, 2009, a Shareholder of the Company, Oxford Financial Group, has advanced the Company $43,409.  These notes accrue simple interest at a rate of 8% and 10% annually and are payable upon demand.  As of March 31, 2009, the Company owes $43,409 related to the principal on these notes and $3,865 in accrued simple interest.  As of March 31, 2009, a Related Party, Joseph Passalaqua has advanced the Company $75.  This note accrues simple interest at a rate of 18% and is payable upon demand.  As of March 31, 2009, the company owes a total of $76 related to this note including both the principal amount and simple interest.  As of March 31, 2009, the Company currently has a Related Party Accounts Payable in the amount of $2,425 due to Lyboldt-Daly, Inc. for bookkeeping expenses.  Joseph Passalaqua (husband to Mary Passalaqua a major shareholder and in-law to Inna Sheveleva an officer of the Company) is President and Sole Director of Lyboldt-Daly, Inc.  Total bookkeeping services for the three months ended March 31, 2009 and 2008 were $887 and $1,299, respectively.   15  ACTION INDUSTRIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued)  NOTE 5 - COMMON STOCK TRANSACTIONS  On September 10, 2003, the Company issued 9,000,000 shares of common stock in exchange for phone equipment valued at $8,100 and prepaid expenses valued at $900.  On February 26, 2004, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On March 1, 2004, the Company issued 500,000 shares of common stock for cash at $0.01 per share.  On March 9, 2005, the Company issued 450,000 shares of common stock for consulting fees valued at $4,500.  On March 31, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On May 12, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On September 22, 2005, the Company issued 450,000 shares of common stock for cash at $0.01 per share.  On September 24, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On January 27, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On January 31, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On February 2, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On February 4, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.  On February 10, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.    16  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations. COSTS RELATED TO OUR OPERATION THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2008 REVENUES Our total revenue neither increased nor decreased.  The total revenue for the three months ended March 31, 2009 and March 31, 2008 was $640 for both periods respectively. COSTS OF SALES Our overall cost of sales decreased by $10 or approximately 1%, from $764 in the three months ended March 31, 2008 to $754 in the three months ended March 31, 2009. Depreciation expense neither increased nor decreased. The total depreciation for the three months ended March 31, 2008 and March 31, 2009 was $369 for both periods respectively. We own telephone equipment which provides a service for a number of years. The term of service is commonly referred to as the "useful life" of the asset. Because an asset such as telephone equipment or motor vehicle is expected to provide service for many years, it is recorded as an asset, rather than an expense, in the year acquired. A portion of the cost of the long-lived asset is reported as an expense each year over its useful life and the amount of the expense in each year is determined in a rational and systematic manner. OPERATION AND ADMINISTRATIVE EXPENSES Operating expenses increased by $60 or approximately 2%, from $3,723 in the three months ended March 31, 2008 to $3,783 in the three months ended March 31, 2009. Professional fees increased by $1,988 when comparing the same three month period ending March 31, 2009 and March 31, 2008. These are fees we pay to accountants, bookkeepers and attorneys throughout the year for performing various tasks. General and Administrative expenses, made up primarily of office expense, and postage and delivery expense decreased by $448 when comparing the same three month period ending March 31, 2009 and March 31, 2008.  The bulk of the expense in 2009 was used for accounting services. GOING CONCERN QUALIFICATION In their Independent Auditor's Report for the fiscal year ending December 31, 2008, Robison, Hill & Co. states that we have incurred annual losses since inception raising substantial doubt about our ability to continue as a going concern. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2009, the Company had net equipment, phone card inventory, and cash assets of $4,543.  At March 31, 2009 the Company had total liabilities of $49,906.  This includes the loans from a shareholder in the amount of $43,409 that are accruing simple interest at a rate of 8 % and 10%, and a related party note payable in the amount of $75 that is accruing simple interest at a rate of 18% per annum. Both the shareholder loan and the related party note are payable upon demand. The current interest outstanding is $3,865 related to these shareholder loans and note payable. CASH FLOW Our primary sources of liquidity have been cash from operations and shareholder loans.  17  WE MAY HAVE TO DISCONTINUE OPERATIONS. If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in the fiscal years of 2007 and 2008. The company has experienced a cumulative loss of $(77,363) since inception to March 31, 2009. Our net losses were$(4,898) and $(18,111) for the periods ending March 31, 2009 and December 31, 2008 respectively and the losses are projected to continue in 2009. We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future. COMMON STOCK We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.001. There are 11,300,000 shares of Common Stock issued and outstanding as of the date of March 31, 2009 of this form 10-Q. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available. CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS Statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operation" may contain information that includes or is based upon certain "forward-looking statements" relating to our business. These forward-looking statements represent managements current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to: · our ability to secure the additional financing adequate to execute our business plan; · our ability to identify, negotiate and complete the acquisition of an operating business, consistent with our business plan. Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements. Item 3.  Quantitive and Qualitative Disclosure About Market Risks. Not Applicable.  18  Item 4.  Controls and Procedures. (a) Evaluation of disclosure controls and procedures. As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company's principal executive officer and principal financial officer have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation these officers have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms. (b) Changes in internal controls. There have been no significant changes in our internal controls or other factors that could significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken. PART II - OTHER INFORMATION Item 1.  Legal Proceedings. To the best knowledge of the Company's officers and directors, the Company is currently not a party to any pending legal proceedings. Item 1A.  Risk Factors. There have been no material changes to the risk factors previously disclosed under item 1 of the Companys Registration Statement on Form 10-SB, as filed with the United States Securities and Exchange Commission on February 8, 2007. Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.  None. Item 3.  Defaults Upon Senior Securities. None. Item 4.  Submission of Matters to a Vote of Security Holders. None. Item 5.  Other Information. None.     19  Item 6.  Exhibits. (a) Exhibits: *3.1 Certificate of Incorporation, as filed with the Georgia Secretary of State on December 8, 2003. *3.2 By-Laws. 31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002. 32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002. 32.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002. * Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 8, 2007, and incorporated herein by this reference.  SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized. Dated:  May 5, 2009 ACTION INDUSTRIES, INC. By:  /s/ Joseph Meuse Joseph Meuse     20