UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008  [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___________ to ______________  Commission File Number: 0-5143   TRANQUILITY, INC. (Exact name of registrant as specified in its charter)  Delaware52-2175900(State or other jurisdiction of incorporation)(IRS Employer Identification Number)P.O. Box 110310, Naples, FL 34108-0106(Address of principal executive offices)1-239-598-2300(Registrants telephone number, including area code)  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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes   [ ] No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)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).     [ X ] Yes   [ ] No  As of September 30, 2008 the Issuer had 5,105,740shares of common stock issued and outstanding.   1     PART I-FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS.   The financial statements of Tranquility, Inc. (the "Company"), a Delaware corporation,  included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-KSB, and all amendments thereto, for the fiscal year ended December 31, 2007.   TRANQUILITY, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD ENDED SEPTEMBER 30, 2008   INDEX TO FINANCIAL STATEMENTS:PageBalance Sheet3Statements of Operations4Statements of Stockholders Equity (Deficit)5-6Statements of Cash Flows7Notes to Unaudited Financial Statements8-9   2      Tranquility, Inc.(A Development Stage Company)BALANCE SHEETUnauditedAuditedSeptember 30,December 31,20082007ASSETSCURRENT ASSETSCash and cash equivalents$-$---Total current assets----PROPERTY AND EQUIPMENT, net of accumulated depreciation ofTOTAL ASSETS----LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccrued liabilities5005,335Payable to stockholder34,92324,780TOTAL CURRENT LIABILITIES35,42330,115COMMITMENTS AND CONTINGENCIES----STOCKHOLDERS' DEFICITPreferred stock:  par value $.01; 5,000,000 shares authorized;no shares issued and outstanding----Common stock: par value $.001; 25,000,000 shares authorized;5,105,740 shares issued and outstanding5,1065,106Additional paid-in capital11,87811,878Deficit accumulated during the development stage(52,407)-TOTAL STOCKHOLDERS' DEFICIT(35,423)16,984TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$-$---The accompanying notes are an integral part of these financial statements.       3      Tranquility, Inc.(A Development Stage Company)STATEMENT OF OPERATIONSCumulative fromAugust 20, 1997Three Months EndedNine Months Ended(inception) toSeptember 30,September 30,September 30,September 30,September200820072008200730, 2008REVENUESSales Revenues$-$--$-$-Cost of sales-----Gross profit-----OPERATING EXPENSESGeneral and administrative expenses5003,5005,3087,00052,407Total operating expenses5003,5005,3087,00052,407LOSS FROM OPERATIONS(500)(3,500)(5,308)(7,000)(52,407)OTHER INCOMEInterest income-----Total other income-----NET LOSS BEFORE INCOME TAX(500)(3,500)(5,308)(7,000)(52,407)PROVISION FOR INCOME TAXES-----NET LOSS$(500)$(3,500)(5,308)$(7,000)$(52,407)BASIC AND DILUTED NET LOSS
PER SHARE$-$--$-$-WEIGHTED AVERAGE SHARES
OUTSTANDING:BASIC AND DILUTED$5,105,740$5,105,7405,105,740$5,105,740The accompanying notes are an integral part of these financial statements.   4      Tranquility, Inc.(A Development Stage Company)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)For the Period From August 20, 1997 (inception) to September 30, 2008DeficitaccumulatedCommon stockAdditionalduring theTotal$.001 Par Valuepaid-inequitystockholders'SharesAmountcapitalstage(deficit)Balance at inception (August 20, 1997)-$-$-$-$-Issuance of shares for services rendered681,110681--681(681)(681)Net loss for the period-----Balance, December 31, 1997681,110681-(681)-Net loss for the year ended December 31, 1997-----Balance, December 31, 1998681,110681-(681)-Common stock issued for cash1,825,9801,8261,832-3,658Net loss for the year ended December 31, 1998---(1,628)(1,628)Balance, December 31, 19992,507,0902,5071,832(2,309)2,030Common stock issued for cash144,2501443,231-3,375Net loss for the year ended December 31, 1999---(4,898)(4,898)Balance, December 31, 20002,651,3402,6515,063(7,207)507Common stock issued for cash295,0002952,495-2,790Net loss for the year ended December 31, 2000---(3,297)(3,297)Balance, December 31, 20012,946,3402,9467,558(10,504)-Common stock issued for cash2,153,4002,1541,326-3,480Net loss for the year ended December 31, 2001---(3,740)(3,740)Balance, December 31, 20025,099,7405,1008,884(14,244)(260)Common stock issued for cash6,00062,994-3,000   5      Net loss for the year ended December 31, 2002---(640)(640)Balance, December 31, 20035,105,7405,10611,878(14,884)2,100Net loss for the year ended December 31, 2003---(6,500)(6,500)Balance, December 31, 20045,105,7405,10611,878(21,384)(4,400)Net loss for the period---(6,500)(6,500)Balance, December 31, 20055,105,740$5,106$11,878$(27,884)$(10,900)Net loss for the period---(3,880)(3,880)Balance, December 31, 20065,105,740$5,106$11,878$(31,764)$(14,780)Net loss for the period---(15,335)(15,335)Balance, December 31, 20075,105,740$5,106$11,878$(47,099)$(30,115)Net loss for the period---(5,308)(5,308)Balance, September 30, 20085,105,740$5,106$11,878$(52,407)$(35,423)The accompanying notes are an integral part of these financial statements.    6      Tranquility, Inc.(A Development Stage Company)STATEMENT OF CASH FLOWSCumulative fromNine Months EndedAugust 20, 1997September 30,September 30,(inception) to20082007September 30, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(500)$(7,000)$(52,407)Adjustment to reconcile net loss to net cash used in operations:Common stock issued for services---Change in operating liabilities and assets:Accrued liabilities(926)-500Net cash used in operating activities(1,426)(7,000)(51,907)CASH FLOWS FROM FINANCING ACTIVITIESIncrease to payable to stockholder1,4267,00034,923Issuance of common stock--16,984Net cash provided by financing activities1,4267,00051,907CASH FLOWS FROM INVESTING ACTIVITIES:Net cash provided by investing activities---Increase in cash and cash equivalents---Cash and cash equivalents, beginning of period--Cash and cash equivalents, end of period---Supplemental disclosures of cash flow information:Cash paid for interest--Cash paid for income taxes$-$-The accompanying notes are an integral part of these financial statements.    7     TRANQUILITY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (August 20, 1997) THROUGH September 30, 2008  NOTE 1 ORGANIZATION  Tranquility, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Delaware on August 20, 1997.  The Company has a December 31 year-end.   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation - Development Stage Company  The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.  The accompanying unaudited interim financial statements have been prepared in accordance with Form 10-Q instructions and, in the opinion of management, include all normal adjustments considered necessary to present fairly the financial position as of September 30, 2008 and the results of operations for the nine months ended September 30, 2008, 2007 and the period inception (June 4, 1999 through September 30, 2008).  The results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Company's financial statements and notes for the year ended December 31, 2007, as filed on Form 10-KSB.  Certain information and footnote disclosures normally included in the financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the financial statements and notes thereto contained in the Company's 2007 Annual Report on Form 10-KSB. Our results for the nine months ended September 30, 2008 may not be indicative of our results for the twelve months ended December 31, 2008.  New Accounting Pronouncements   In March 2008, the FASB released SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and the financial statement impact of derivatives.  SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.  The Company is currently assessing the impact the adoption of SFAS No. 161 will have on the Companys financial statements.  In May 2008, the FASB released SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SECs approval of the PCAOB amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  The Company does   8     not believe SFAS 162 will have a significant impact on the Companys financial statements.  NOTE 3 GOING CONCERN  The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.  NOTE 4 RELATED PARTY TRANSACTIONS  A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Total amount of expenses paid during the nine months ended September 30, 2008 was $10,143.  The balance payable to the shareholder at September 30, 2008 and December 31, 2007 were $34,926 and $24,780, respectively.     9     ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Overview and Recent Developments  Tranquility, Inc. was incorporated under the laws of the State of Delaware on August 20, 1997. To date, the Company's only activities have been organizational ones, directed at developing its business plan and raising its initial capital. The Company has not commenced any commercial operations. The Company has no full-time employees and owns no real estate. The Company is currently a "shell" company with no or nominal operations and no or nominal assets. The Companys current business plan is to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business, with the intent of continuing the acquired company's business as a publicly held entity. The Company has limited capital with which to provide the owners of the target company with any significant cash or other assets and, as such, the Company will only be able to offer owners of a target company the opportunity to acquire a controlling ownership interest in the Company.  For the fiscal year ending December 31, 2008, the Company expects to continue with its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.  During the next twelve (12) months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.   10      No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  The majority shareholders are under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it will not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.  Liquidity and Capital Resources  As of September 30, 2008, the Companys balance sheet reflects total current assets of $nil and total current liabilities of $35,423.  The Company has cash on hand of $nil and a deficit accumulated in the development stage of $52,407.  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through the sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.  The majority shareholders are under no obligation to pay such expenses.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable.  ITEM 4T. CONTROLS AND PROCEDURES.  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow   11     timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Changes in Internal Control over Financial Reporting  There was no change in the Company's internal control over financial reporting during the period ended September 30, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  PART II-OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 1A. RISK FACTORS.  Not Applicable.  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.  ITEM 6. EXHIBITS.   12      (a) The following exhibits are filed herewith:  31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  TRANQUILITY, INC.   By:  /S/ Dominick Pope Dominick Pope, Chief Executive Officer  Date:  November 12, 2008  By:  /S/ Dominick Pope Dominick Pope, Chief Financial Officer  Date:  November 12, 2008     13