UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q




(Mark
      One)[X]   QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR THE QUARTERLY PERIOD ENDED:SEPTEMBER 30,
      2008[   ]
       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM _________ TO __________Commission
      file number: 333-150175CONSOLIDATION
      SERVICES, INC.(Exact
      name of smaller reporting company as specified in its
    charter)




Delaware
            20-8317863(State
      or other jurisdiction of
            (IRS
      Employerincorporation
      or organization)
            Identification
      No.)




2756 N.
Green Valley Parkway, Suite 225


Henderson,
NV  89014


(Address
of principal executive offices)




(702)
614-5333


(Issuer’s
telephone number)




N/A


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




Check
whether the issuer (1) filed all reports required to filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or 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 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)




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


Yes: [
  ]     No: [X]





1


APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  There were a total of 15,093,970 shares
of the registrant’s common stock, par value $.001 per share, outstanding as of
November 13, 2008 and no other classes of common stock.









































2


Consolidation
Services, Inc.


Quarterly
Report on Form 10-Q


Period
Ended September 30, 2008




Table
of Contents





PagePART I.   FINANCIAL
    INFORMATIONItem 1.  Financial Statements:Condensed Balance Sheets as of September 30, 2008 (Unaudited)
      and December 31, 2007 (Audited)
            4Condensed Statement of Operations for the three months ended
      September 30, 2008, and the three months ended September 30, 2007, for the
      nine months ended September 30, 2008, for the period from Inception on
      January 26, 2007, through September 30, 2007, and for the period from
      Inception on January 26, 2007 through September 30, 2008
      (Unaudited)
            5Condensed Statements of Stockholders' Equity (Deficit) for
      the period from Inception on January 26, 2007 through September 30, 2008
      (Unaudited)
            6Condensed Statements of Cash Flow for the nine months ended
      September 30, 2008, the period from Inception on January 26, 2007 through
      September 30, 2007, and the period from Inception on January 26, 2007
      through September 30, 2008  (Unaudited)
            7Notes to Condensed Financial Statements
      (Unaudited)
            8Item 2.  Management's Discussion and Analysis of
      Financial Condition and Results of Operations
            12Item 3.  Quantitative and Qualitative Disclosures
      About Market Risk
            23Item 4T.  Controls and
    Procedures
            23PART II.   OTHER
    INFORMATIONItem 1.  Legal Proceedings
            23Item 1A Risk Factors
            23Item 2.  Unregistered Sales of Equity Securities
      and Use of Proceeds
            23Item 3.  Defaults Upon Senior
      Securities
            24Item 4.  Submission of Matters to a Vote of
      Security Holders
            24Item 5.  Other Information
            24Item 6.  Exhibits
            25SIGNATURES
            26EXHIBIT INDEX
            27





3





CONSOLIDATION
      SERVICES, INC.(A Development Stage Company)Balance SheetsASSETSSeptember
      30,
            
            December
      31,2008
            
            2007(unaudited)CURRENT
      ASSETSCash
            
            $
            135,524
            
            
            $
            78,482Prepaid
      expenses
            
            
            -
            
            
            
            -Total
      Current Assets
            
            
            135,524
            
            
            
            78,482PROPERTY
      AND EQUIPMENT, NET
            
            
            6,840,178
            
            
            
            189,469TOTAL
      ASSETS
            
            $
            6,975,702
            
            
            $
            267,951LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            194,322
            
            
            $
            10,732Notes
      payable-related parties
            
            
            736,155
            
            
            
            -Notes
      payable
            
            
            1,536,468
            
            
            
            125,000Total
      Current Liabilities
            
            
            2,466,945
            
            
            
            135,732STOCKHOLDERS'
      EQUITYCommon
      stock; 50,000,000 sharesauthorized
      at $0.001 par value, 15,093,970 and 10,980,236shares
      issued and outstanding, respectively
            
            
            15,094
            
            
            
            10,980Additional
      paid-in capital
            
            
            5,658,746
            
            
            
            297,756Non
      controlling interest
            
            
            562,929
            
            
            
            -Stock
      subscription receivable
            
            
            (1,218,000
            )
            
            
            -Deficit
      accumulated during the development stage
            
            
            (510,012
            )
            
            
            (176,517
            )Total
      Stockholders' Equity
            
            
            4,508,757
            
            
            
            132,219TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            6,975,702
            
            
            $
            267,951








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














4


CONSOLIDATION
      SERVICES, INC.(A
      Development Stage Company)Statements of Operations(unaudited)For
      the
            
            
            For
      the
            
            
            For
      the
            
            
            From
      Inception
            
            
            From
      InceptionThree
      Months
            
            
            Three
      Months
            
            
            Nine
      Months
            
            
            on
      January 26,
            
            
            on
      January 26,Ended
            
            
            Ended
            
            
            Ended
            
            
            2007
      Through
            
            
            2007
      ThroughSeptember
      30,
            
            
            September
      30,
            
            
            September
      30,
            
            
            September
      30,
            
            
            September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            2008REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -COST
      OF SALES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -GROSS
      MARGIN
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -OPERATING
      EXPENSESGeneral
      and administrative
            
            
            223,599
            
            
            
            109,546
            
            
            
            316,154
            
            
            
            149,734
            
            
            
            492,671Total
      Expenses
            
            
            223,599
            
            
            
            109,546
            
            
            
            316,154
            
            
            
            149,734
            
            
            
            492,671LOSS
      FROM OPERATIONS
            
            
            (223,599
            )
            
            
            (109,546
            )
            
            
            (316,154
            )
            
            
            (149,734
            )
            
            
            (492,671
            )OTHER
      INCOME (EXPENSE)Interest
      expense
            
            
            (15,712
            )
            
            
            -
            
            
            
            (18,708
            )
            
            
            -
            
            
            
            (18,708
            )Non
      controlling interest
            
            
            1,301
            
            
            
            -
            
            
            
            1,367
            
            
            
            -
            
            
            
            1,367TOTAL
      OTHER INCOME (EXPENSE)
            
            
            (14,411
            )
            
            
            -
            
            
            
            (17,341
            )
            
            
            -
            
            
            
            (17,341
            )LOSS
      BEFORE INCOME TAXES
            
            
            (238,010
            )
            
            
            (109,546
            )
            
            
            (333,495
            )
            
            
            (149,734
            )
            
            
            (510,012
            )INCOME
      TAX EXPENSE
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (238,010
            )
            
            $
            (109,546
            )
            
            $
            (333,495
            )
            
            $
            (149,734
            )
            
            $
            (510,012
            )BASIC
      LOSS PER COMMON SHARE
            
            $
            (0.02
            )
            
            $
            (0.01
            )
            
            $
            (0.02
            )
            
            $
            (0.01
            )WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING
            
            
            14,673,678
            
            
            
            10,345,000
            
            
            
            13,528,697
            
            
            
            10,230,000








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





5





CONSOLIDATION
      SERVICES, INC.(A
      Development Stage Company)Statements of Stockholders' Equity(unaudited)DeficitAccumulatedAdditional
            
            
            Stock
            
            
            Non
            
            
            During
      the
            
            
            TotalCommon
      Stock
            
            
            Paid-In
            
            
            Subscription
            
            
            Controlling
            
            
            Development
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Capital
            
            
            Receivable
            
            
            Interest
            
            
            Stage
            
            
            EquityBalance,
      January 26, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued for cashat
      $0.001 per share
            
            
            9,000,000
            
            
            
            9,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,000Shares
      issued for cashat
      $0.05 per share
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            49,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            50,000Shares
      issued for servicesat
      $0.10 per share
            
            
            815,000
            
            
            
            815
            
            
            
            80,685
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            81,500Fair
      value of common stockwarrants
      granted
            
            
            -
            
            
            
            -
            
            
            
            3,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,000Common
      stock warrantsexercised
      at $1.00per
      share
            
            
            160,600
            
            
            
            160
            
            
            
            160,440
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            160,600Common
      stock warrantsexercised
      for expenses paidat
      $1.00 per share
            
            
            4,636
            
            
            
            5
            
            
            
            4,631
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,636Net
      loss from inceptionthrough
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (176,517
            )
            
            
            (176,517
            )Balance,
      December 31, 2007
            
            
            10,980,236
            
            
            
            10,980
            
            
            
            297,756
            
            
            
            -
            
            
            
            -
            
            
            
            (176,517
            )
            
            
            132,219Common
      stock warrantsexercised
      at $1.00per
      share
            
            
            2,179,400
            
            
            
            2,180
            
            
            
            2,177,220
            
            
            
            (1,218,000
            )
            
            
            -
            
            
            
            -
            
            
            
            961,400Common
      stock issued for propertiesat
      $1.94 per share
            
            
            1,934,334
            
            
            
            1,934
            
            
            
            3,183,770
            
            
            
            -
            
            
            
            564,296
            
            
            
            -
            
            
            
            3,750,000Net
      loss for the nine monthsended
      September 30, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,367
            )
            
            
            (333,495
            )
            
            
            (334,862
            )Balance,
      September 30, 2008
            
            
            15,093,970
            
            
            $
            15,094
            
            
            $
            5,658,746
            
            
            $
            (1,218,000
            )
            
            $
            562,929
            
            
            $
            (510,012
            )
            
            $
            4,508,757








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








6


CONSOLIDATION
      SERVICES, INC.(A
      Development Stage Company)Statements of Cash Flows(unaudited)From
      Inception
            
            
            From
      InceptionFor
      The Nine
            
            
            on
      January 26,
            
            
            on
      January 26,Months
      Ended
            
            
            2007
      Through
            
            
            2007
      ThroughSeptember
      30,
            
            
            September
      30,
            
            
            September
      30,2008
            
            
            2007
            
            
            2008OPERATING
      ACTIVITIESNet
      loss
            
            $
            (333,495
            )
            
            $
            (149,734
            )
            
            $
            (510,012
            )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Common
      stock and warrants issued for services
            
            
            20,000
            
            
            
            72,000
            
            
            
            104,500Common
      stock issued for expenses paid
            
            
            -
            
            
            
            -
            
            
            
            4,636Non
      controlling interest in subsidiary loss
            
            
            (1,367
            )
            
            
            -
            
            
            
            (1,367
            )Changes
      in operating assets and liabilities:Change
      in prepaid expenses
            
            
            -
            
            
            
            -
            
            
            
            -Change
      in accounts payable and accrued expenses
            
            
            183,590
            
            
            
            23,669
            
            
            
            194,322Net
      Cash Used byOperating
      Activities
            
            
            (131,272
            )
            
            
            (54,065
            )
            
            
            (207,921
            )INVESTING
      ACTIVITIESPurchase
      of property and equipment
            
            
            (2,050,709
            )
            
            
            -
            
            
            
            (2,240,178
            )Net
      Cash Used byInvesting
      Activities
            
            
            (2,050,709
            )
            
            
            -
            
            
            
            (2,240,178
            )FINANCING
      ACTIVITIESRepayment
      of loans payable
            
            
            (105,532
            )
            
            
            -
            
            
            
            (170,532
            )Proceeds
      from loans payable
            
            
            1,383,155
            
            
            
            -
            
            
            
            1,573,155Proceeds
      from common stock issued
            
            
            961,400
            
            
            
            59,000
            
            
            
            1,181,000Net
      Cash Used byFinancing
      Activities
            
            
            2,239,023
            
            
            
            59,000
            
            
            
            2,583,623NET
      INCREASE IN CASH
            
            
            57,042
            
            
            
            4,935
            
            
            
            135,524CASH
      AT BEGINNING OF PERIOD
            
            
            78,482
            
            
            
            -
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            135,524
            
            
            $
            4,935
            
            
            $
            135,524SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            2,653
            
            
            $
            -
            
            
            $
            3,393Income
      Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -NON
      CASH FINANCING ACTIVITIES:Properties
      purchased for common stock
            
            $
            3,750,000
            
            
            $
            -
            
            
            $
            3,750,000








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








7





CONSOLIDATION
SERVICES, INC.
 (A
Development Stage Company)
 Notes to the Financial
Statements


NOTE 1 - CONDENSED FINANCIAL STATEMENTS















NOTE 2 -
GOING CONCERN




















NOTE
3 - EQUITY TRANSACTIONS










NOTE
4 - SIGNIFICANT EVENTS










8


CONSOLIDATION
SERVICES, INC.
 (A
Development Stage Company)
 Notes to the Financial
Statements




NOTE
4 - SIGNIFICANT EVENTS (CONTINUED)



































9




CONSOLIDATION
SERVICES, INC.
 (A
Development Stage Company)
 Notes to the Financial
Statements


NOTE
4 - SIGNIFICANT EVENTS (CONTINUED)























10




CONSOLIDATION
SERVICES, INC.
 (A
Development Stage Company)
 Notes to the Financial
Statements




NOTE
4 - SIGNIFICANT EVENTS (CONTINUED)




























11


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




Forward-Looking
Statements




Statements
contained in this Item 2. “Management’s Discussion and Analysis of Financial
Conditions and Results of Operations” and elsewhere in this document that are
not historical or current facts may constitute “forward-looking statements”
within the meaning of such term in Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”).  Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual financial or operating results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements.  Factors that could cause
actual results to differ materially from those predicated in any such
forward-looking statements include: our ability to raise funds; our business
strategies and future plans of operations; our ability to attract and retain
qualified personnel; our ability to identify and successfully consummate and
manage future acquisitions; our ability to compete against much larger
companies; the current economic recession  in the United States, as
well as the economic conditions affecting the industry in which we operate; our
current operating losses; and the competitive environment within the industry in
which we compete.  Such forward-looking statements are based on our best
estimates of future results, performance or achievements, based on current
conditions and the most recent results of the Company.  In addition to
statements that explicitly describe such risks and uncertainties, readers are
urged to consider statements labeled with the terms “may,” “will,” “potential,”
“opportunity,” “believes,” “expects,” “intends,” “estimates,” “anticipates” or
“plans” to be uncertain and forward-looking.  The forward-looking
statements contained herein are also subject generally to other risks and
uncertainties that are described from time to time in the Company’s reports and
registration statements filed with the SEC.




General




The
Company relied on its initial capitalization from its founders and the February
2007 Private Placement of $50,000 to pay its organizational expenses and audit
and legal expenses for its initial registration statement.  Through loans
from an affiliated entity and the receipt of approximately $160,600 and $517,000
of proceeds from the exercise of Warrants at a reduced exercise price of $1.00
per share in November and December 2007 and February and March 2008,
respectively, we were able to complete our first two land acquisitions, as well
as to meet our ongoing reporting and compliance obligations.  During the
second quarter ended June 30, 2008, the Company received an additional $367,400
from the payment of promissory notes issued to the Company in connection with
prior warrant exercises.  During the third quarter ended September 30,
2008, the Company’s CEO loaned the Company an aggregate of $780,155to complete three
land acquisitions.  The Company intends to raise additional funds from
new investors and/or the exercise of outstanding Warrants in order to fund its
proposed operations.





12


The
Company was formed on January 26, 2007, to engage in the acquisition and
consolidation of organic and natural food companies in the food service industry
and remains a development state company.  Until the Company completed the
acquisition of a 50% interest of Buckhorn Resources, LLC on May 20, 2008, the
Company filed with the SEC under the definition of a "shell" company, an entity
which is generally described as having no or nominal operations and with no or
nominal assets or assets consisting solely of cash and cash equivalents and
because the Company did not engage in any business activities that provide cash
flow.  The Company filed a “Super 8-K” on June 30, 2008, with current Form
10 information, including audited financial statements of Buckhorn Resources,
LLC which were first filed on a Form 8-K on May 27, 2008. The rules are designed
to assure that investors in shell companies that acquire operations or assets
have access on a timely basis to the same kind of information as is available to
investors in public companies with continuing operations.




The
Company has acquired or leased an aggregate of approximately 11,900 acres (of
which 650 acres are leased through LeeCo Development, LLC, a 50% owned
subsidiary of the Company), as described below under “Land For Production
Purposes.” Management expects to continue acquiring land in 2008 and 2009, all
of which is intended to be used in the production of organic and/or natural
grass fed products. In August 2008, the Company commenced removing the timber on
its 250 acre tract of land in Eastern Kentucky.  Management intends to
reclaim the land for organic production over a ten-year period, commencing in
2009, as coal is mined assuming it can be extracted in economically feasible
quantities, if at all, and infrastructure is built.  However, with
favorable conditions in Eastern Kentucky, as an initial production area,
management has commenced land lease discussions with third parties who control
tens of thousands of acres.  Leasing of sizeable acreage in the area is
expected to markedly accelerate internal production for plans for grass fed
beef, dairy products and range fed poultry.  Management anticipates leasing
sizeable acreage in 2008, with a goal towards stocking animals by early
2009.




Our
principal foodservice business objective for the next 12 months and beyond such
time will be to achieve long-term growth potential through a combination with an
operating business or businesses in the foodservice industry primarily and, as a
secondary objective, we seek to further our business strategy through the
internal growth and development of organic and natural products or brands.
 The analysis of new business opportunities (through acquisitions or
internal growth) will be undertaken by or under the supervision of our officers
and directors and our Scientific Advisory Board. A target business or land
acquisition may be dependent upon the development or market acceptance of a
single or limited number of products, processes or services.  Initial
acquisition candidates are being evaluated on the basis of brand identity and
relationships with strong regional or national retailers, where their
relationships can be leveraged and growth can be accelerated by association with
the Company.  As of the date hereof, the Company has no agreements,
arrangements or understandings to acquire any business or part of a
business.








13


Management
has two alternative business relationships under consideration.  The
Company may either acquire a business, as set forth above, or attempt to recruit
companies to increase their production by marketing their products in a large
geographic area under our proposed “Choice Organic Family” TM, however, there
are no products currently under such trademark.  Management has identified
over 300 small operators who produce branded products in the Company’s initial
focus area; dairy products, grass fed beef and/or ingredients.  Management
has selected a priority list of approximately 70 companies that Management will
begin to approach in 2008 to market under our organic family.  Management
has commenced the process of signing non-disclosure agreements so that detailed
information can be shared for evaluation and negotiation purposes. Management’s
goal is to enlist its first “Family Associate” member in late 2008 or early 2009
and offer such organic branded products to the public then.  Management
anticipates having several successful brands available for marketing under the
“Choice Organic Family” TM by the end of 2009.




In
addition, Management has identified a number of suppliers who have expressed a
willingness to provide selected products for private label marketing by the
Company.  Management expects to commence private labeling activities upon
the completion of an acquisition which has experienced food management personnel
or when the Company hires an experienced food executive to oversee these
activities.  Initial candidates are being approached on behalf of the
Company.




We expect
our present management to have a continuing managerial role in our Company
following a business combination.  We cannot assure you that we will find a
suitable business with which to combine, as a result of management's desire to
maintain its role following a business combination.




Management
plans to continue to operate from home offices for the foreseeable future as
most of the Company’s immediate operating activities will be in Kentucky.
 The Company does not intend to hire any additional employees at this time,
as it expects to use contract service providers, such as the Development Group
(as defined below) which management intends to engage simultaneously with its
proposed purchase of 1,000 acres in Eastern Kentucky, further described below as
the Owsley Transaction.




Potential Business
Combination




The
Company may attempt to locate and negotiate with a business or business entities
primarily in the foodservice industry, for the combination of that target
company with the Company or a purchase of assets.  We view the foodservice
industry as including a wide spectrum of activities and the Company shall
consider acquisitions of the following nature: (1) the acquisition and/or
consolidation of smaller acquired distribution companies; or (2) the
acquisition and/or roll-up of certain suppliers to the distribution companies
including the small purchasers of branded organic products (as described above);
(3) the acquisition of a supplier of food products having a direct relationship
with the large producers and growers of goods; or (4) the acquisition of a
company that evaluates and acquires or develops new technologies to improve food
security and to develop faster methods to detect, eliminate, or protect the food
chain from adulterated foods and animal feed.





14





The
business combination will normally take the form of a merger, stock-for-stock
exchange, stock-for-assets exchange or cash for assets.  In most instances
the target company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or Section 368 of
the Internal Revenue Code of 1986, as amended. If the Company cannot effect a
non-cash acquisition, the Company may have to raise additional funds from a
private offering of its securities under Regulation D or the exercise of its
outstanding Warrants.  There is no assurance the Company would obtain any
such equity funding or funding from the exercise of Warrants.  No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.




It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.




Land For Production
Purposes





Management
believes that the Company may be able to generate revenues through coal
development and the drilling of wells for oil and/or natural gas on its owned or
leased land, to help finance the Company’s plans.  Generally speaking,
such of the Company’s owned properties (Breathitt, Owsley and Buckhorn) will be
utilized for both organic food products and for energy development, however,
such uses will occur either on different parts of such parcels of land
simultaneously or on the same parcels of land at different times following
completion of the reclamation process.  Management anticipates that
all of its currently owned properties will have some timber
harvested.  However, as of this date, the Company has not commenced
mining activities and there can be no assurance that we will be able to locate
and extract resources in economically feasible amounts, if at all.




In
furtherance of its land acquisition program, the Company received loans of
$190,000 in the aggregate, in October and November of 2007 from an affiliated
entity owned jointly by the Company's CEO and his wife, Helen Thomas,
a former officer and director of the Company.  Of this amount, $65,000 of
principal and interest was repaid prior to December 31, 2007. On November 8,
2007, the Company closed on the purchase of approximately 250 acres of land in
Kentucky.   Total closing costs were $185,101, including $8,750 paid to
Sitter Drilling LLC, an unaffiliated party, as a finders/negotiation
fee.  In August 2008, the Company commencing removing the timber on
its 250 acre tract of land in Breathitt County, Kentucky (the “Breathitt
Property”).  This is intended to enable the Company to gain road
access to potential drilling sites, as well as begin the preparation of such
land for planned organic farming operations.  Currently, the Company
does not anticipate engaging in energy related operations on this
property.





15





On August
25, 2008, the Company exercised an option to purchase approximately 1,000 acres
of land in Owsley County, Kentucky (the "Owsley Property") pursuant to the
Agreement to Assign Real Estate Purchase Option, dated January 8, 2008, between
the Company and AMS Development, LLC ("AMS"), whereby AMS assigned and
transferred its interest in an option to purchase the Owsley Property from Larry
Bruce Herald (the "Owsley Option Assignment"), and the Extension of Real Estate
Option to Purchase Agreement, dated June 13, 2008, between the Company and Larry
Bruce Herald (the "Owsley Option Extension", collectively with the Owsley Option
Assignment shall be referred to as the "Owsley Option Agreements") and completed
such acquisition for a purchase price of $1,000,000 pursuant to the Real Estate
Sale and Purchase Agreement, dated January 8, 2008 (the "Owsley Purchase.
Agreement").





The
purchase price regarding the Owsley Property was paid to Larry Bruce Herald, as
follows: (i) $500,000 in cash at the Closing; and (ii) $500,000 pursuant to a
promissory note made as of the Closing Date and due October 15, 2008, on a
non-interest bearing basis (the "Note") and mortgage of even date on the Owsley
-Property to-secure payment under the Note (the "Mortgage").  The Note
was extended by the parties pursuant to a written agreement dated as of October
15, 2008 whereby the Company paid Larry Bruce Herald $200,000 and agreed to pay
$150,000 plus 10% interest on or before January 15, 2009 and the balance of
$150,000 plus 10% interest on or before April 15, 2009. Under the terms of the
Note, Larry Bruce Herald may accelerate the Note and repossess the Owsley
Property upon a "default" which is defined in the Note as the failure to make
installment payments. of principal when due, or to fulfill covenants and
agreements . therein, or the filing of a petition in bankruptcy by the Company
or the involuntary petition in bankruptcy filed against it, or the Company's
making of an assignment for the benefit of creditors. In addition, the Company
cannot re-borrow or receive advances regarding any amounts repaid under the
Note.  The cash funds used to purchase the Owsley Property have been
provided from Johnny R. Thomas, the Company's CEO, who loaned the Company
$513,655 for the Closing pursuant to a promissory note, with interest at 6% per
annum which is payable upon demand, subject to availability of
funds.





On August
26, 2008, the Company entered into an agreement with AMS regarding certain
engineering, consulting and administrative services that AMS has agreed to
provide in connection with the development of the Owsley Property for proposed
coal mining activities (the "Development Agreement'). Services under the
Development Agreement also include the handling and preparation of all coal
permitting applications and information required by applicable regulatory and
administrative agencies that oversee coal mining activities, as well as the
structuring and handling of the mining and reclamation plans (the "Services")
with the goal of commencing mining operations within six months of the date of
the Development Agreement using each party’s reasonable best
efforts.





As
consideration for entering into the Development Agreement, AMS received
consideration of: (1) $100,000, which amount was placed in escrow at the time
the parties entered into the Owsley Option Assignment and has since been
released from escrow; (2) assignment by the Company to AMS of 50% of the coal
royalty rights with respect to the Owsley Property, which rights vested as of
the Closing, with a mineral deed relating to such rights to be filed promptly
thereafter; and (3) $400,000 through the issuance of 200,000 shares of the
Company's restricted common stock, par value $.001 per share valued at $2.00 per
share which was the ten day market average when the Owsley Option Assignment was
negotiated and executed. The Development Group anticipates mining activities to
commence in calendar year 2008, with receipt of royalties expected to commence
in the first quarter of 2009.





16





Regarding
our Owsley Property (1,000 acres), we expect initial timber removal to commence
in the Fall of 2008, and mining to commence during the first quarter of 2009 on
about 88 acres. We ultimately expect all acres to be mined commencing with
approximately 100 acres, following mining and reclamation, in 2009 and early
2010. Thus, we should be ready to commence organic operations on parts of the
Owsley Property by the first quarter of 2010. We expect about an additional 200
acres per year to be ready for organic operations each year after
2009.





On May
20, 2008, the Company completed the acquisition of a fifty (50%) percent equity
ownership interest in Buckhorn Resources, LLC, a  Kentucky limited
liability company (“Buckhorn”), pursuant to that certain Property Agreement,
dated March 27, 2008, between the Company and Billy David Altizer, Pat E.
Mitchell, Howard Prevette, William Dale Harris (collectively, the “Sellers”) and
Buckhorn, which appears as an exhibit to the Company’s Current Report on Form
8-K, filed with the SEC on March 31, 2008 (the “Buckhorn Transaction”).
 Other than in respect to this transaction, the Company did not have any
material relationship with the parties to the Property Agreement.




Buckhorn
owns approximately 10,000 acres of land in Eastern Kentucky, including all
rights to coal on the property, except for a $.30 per ton coal right retained by
an unaffiliated third party who is the former owner of the property (EK, as
described below).  Approximately 500 acres remains subject to a lis pendens
in connection with the Begley litigation, described under “Business-Legal
Proceedings in our Form 10-K.  CSI can use the surface rights on the
first 5,200 acres, for which a higher value use has not been identified, at no
additional charge for its proposed grass fed grazing/organic farming operations.
 As additional acres are available for organic use by CSI and CSI shall
have the right of first refusal on any offer made for agricultural use of the
surface acres, unless or until a higher value use is determined.




The total
consideration for this acquisition was $4,200,000, consisting of: (i) $2,100,000
in cash or installment payments, whereby $550,000 was paid by the Company in
cash at the closing and $1,550,000 remains payable by the Company in
installments over the next twelve months (a total of $600,000 of the cash
consideration component will be used to fund development activities on the
property such as title work, vigorous defense and prosecution of lawsuits, and
obtaining coal-mining permits); and (ii) an aggregate of 1,093,750 shares of the
Company’s restricted common stock, valued at $1.92 per share, or $2,100,000 in
the aggregate.  The shares are subject to a lock-up/leak-out agreement
permitting aggregate weekly sales of up to 21,034 shares commencing on April 1,
2009. CSI will guarantee payment of the $2,100,000 value of the shares as long
as the shares are sold in accordance with the terms of the lock-up.  Any
proceeds from the sale of such common stock in excess of $4.80 per share (the
“Surplus” as defined in the Property Agreement) shall be paid to CSI.





We expect
to commence timber removal on approximately 500 acres of our Buckhorn Property
(10,000 acres) in 2009.  We also expect approximately 1,000 acres to
be available for organic operations by end of 2009.  Our goal is to
add 1,000-2,000 acres per year to planned cattle operations.





17





Effective
March 31, 2008, the Company entered into an Option Oil, Gas and Mineral
Agreement (the “EK Option Agreement”) with Eastern Kentucky Land Corporation, a
Kentucky corporation (“EK”), which provided that the Company had until October
1, 2008 (the “Option Period”) to close the Oil, Gas and Mineral Agreement
 (the “Rights Agreement”), attached as Exhibit A to the EK Option
Agreement, as disclosed in the Company’s Current Report on Form 8-K, filed with
the SEC on April 2, 2008.





Effective
September 22, 2008, the Company closed under the Rights Agreement and acquired
all right, title and interest in the oil, gas and other minerals, except for the
$0.30 per ton coal rights retained by EK (the “Rights”), on that certain
property (the “Property”) owned by Buckhorn, as described above.   The
total consideration paid by the Company under the Rights Agreement was
$1,000,000 and consisted of: (i) payment of $200,000 in cash at the closing; and
(ii) $800,000 through the issuance of 415,584 shares of unregistered common
stock of the Company at closing (the “Shares”), at a price of $1.925 per share,
which value is guaranteed provided such shares are sold in accordance with a
lock-up/lock-out agreement that allows EK to sell 7,992 shares per week, subject
to an available exemption from registration or registration of the shares. For
shares sold at a price greater than $4.81 per share, EK shall pay the Company
the surplus. The EK Option Agreement extended the time to close on the
Rights Agreement to allow for the Company’s performance of due diligence
activities in connection therewith, while allowing the Company to retain the
agreed upon financial and other terms existing under the Rights Agreement.
 However, the Company may exercise the option to close the Rights Agreement
at any time during the six month Option Period.




Under the
EK Option Agreement, the Company paid EK $20,000 on April 8, 2008 and paid an
additional $30,000 total as of the closing date, which amounts were credited
against the $200,000 cash component under the Rights Agreement, leaving the
balance of $150,000 which was paid at closing.  On September 11, 2008,
the Company entered into an agreement by and among Billy David Altizer
("Altizer"), Pat E. Mitchell ("Mitchell"), and LeeCo Development LLC, a Kentucky
limited liability company (the "LeeCo Agreement"), having an effective date as
of June 19, 2008. LeeCo currently leases coal rights from landowners on
approximately 650 acres and believes it can obtain additional coal leases and
oil/natural gas rights on a substantial amount of additional acres vis-a-vis
third party landowners.  The LeeCo Agreement was closed on September 16,
2008, and provided for the purchase of a fifty percent (50%) ownership interest
in LeeCo from the two original members of LeeCo (the "Initial Owners"). The
LeeCo Agreement also provided for the Company's acquisition of all current and
future oil/natural gas rights owned or obtained by LeeCo, which development
rights shall be transferred to the Company either through assignment from LeeCo
to the Company or preferably directly by contract with the owner of subject
properties, subject to a 1 % interest which shall be retained equally between
the Initial Owners. This royalty shall be payable on the oil/natural gas leases
obtained on properties signed by LeeCo and transferred to the Company. Under the
LeeCo Agreement, the Company has the sole responsibility and authority to make
all oil/natural gas decisions with respect to such current and future
rights.




18





At the
closing on September 16, 2008, the Company paid an aggregate purchase price of
$500,000 as follows: (i) $50,000 in cash, which cash funds were paid in equal
payments of $25,000 to each of the Initial Owners; and (ii) $450,000 through the
issuance of 225,000 shares of restricted common stock valued at $2.00 per share,
based on the fair market value of the Company's shares on the effective date of
the LeeCo Agreement. The shares shall be sold in accordance with the lock-up
provisions in the LeeCo Agreement, which permits the Initial Owners to sell
4,327 shares per week for the period from January 1, 2009 through December 31,
2009, subject to there being an available exemption from registration or the
shares being registered. The Company shall guarantee the $450,000 value of the
shares, provided they are sold in accordance with the terms of the lock-up and
Initial Owners shall pay the Company any surplus in the event the Initial Owners
sell the shares at a price greater than $5.00 per share.





Also at
the closing, the Company and the Initial Owners deposited $100,000 as a capital
contribution to LeeCo in proportion to their respective ownership interests,
consisting of $25,000 from each of the Initial Owners and $50,000 from the
Company, which capital contribution is to be used for working capital
purposes.  The Company also became a manager and a member of
LeeCo.  The Company appointed its President and CEO, Johnny R. Thomas,
to perform the duties associated with this role until the Company notifies LeeCo
of a change by written notice.





As of
July 1, 2008, the Company acquired all of the capital stock of Vector Energy
Services, Inc. (“Vector”), a Delaware corporation without any significant
assets, from its Chief Financial Officer, John C. Francis for nominal
consideration of ten ($10) dollars.  The Company has the divergent
business sectors food and energy.  The Company intends to conduct its
proposed oil and gas business through Vector as a wholly-owned subsidiary with
respect to oil and natural gas rights and contracts and through a yet to be
formed affiliated entity with respect to coal rights and
contracts.  CSI intends to hold the surface rights to the acquired
land, while Vector will hold title under a mineral deed to any gas or oil rights
and such yet to be formed entity will hold a mineral deed to any coal
rights.  References in this report to CSI do not take into account any
future transfer of assets to Vector, nor any future transfers of coal rights or
contracts into a yet to be formed affiliated entity.





Off-Balance Sheet
Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Going
Concern




The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of us as a going concern. The Company has had no revenues and has generated
losses from operations.  In order to continue as a going concern and
achieve a profitable level of operations, the Company will need, among other
things, additional capital resources and to develop a consistent source of
revenues.  Management’s plans include investing in all types of business
related to the food services industry.  Management intends to use
borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, or financing
from the exercise of warrants, if and when required will be available. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets and classification of
liabilities that might be necessary should we be unable to continue
existence.


19





Critical Accounting
Policies




We have
identified the policies outlined below as critical to our business operations
and an understanding of our results of operations.  The list is not
intended to be a comprehensive list of all of our accounting policies.  In
many cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for Management's judgment in their application.  The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results.  Note that our preparation of the financial statements
requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of our financial statements, and the reported amounts of revenue and
expenses during the reporting period.  There can be no assurance that
actual results will not differ from those estimates.




Revenue
Recognition




The
Company will determine its revenue recognition policies when
required.




Stock based Compensation
Expense




The
Company adopted SFAS No. 123R, "Share-Based Payments" in the first quarter
of fiscal 2007. Under the requirements of SFAS No. 123R, share-based
compensation cost is estimated at the grant date based on the fair value of the
award and is recognized as an expense over the requisite service period of the
award. The Company recognizes stock option expense using the straight-line
attribution method under SFAS No. 123R. The Company uses the Black-Scholes
option-pricing model to estimate the fair value of stock options. Option
valuation models require the input of assumptions, including the expected life
of stock options, the expected stock price volatility, the risk-free interest
rate, and the expected dividend yield. The expected volatility and expected life
are based on our limited operating experience. The risk-free interest rate is
based on U.S. Treasury interest rates whose term is consistent with the expected
life of the stock options. Expected dividend yield was not considered in the
option pricing formula as we do not pay dividends and have no current plans to
do so in the future. We will update these assumptions if changes are warranted.




Material
Changes in Results of Operations For the Nine Month Period Ended September 30,
2008 As Compared to the Period From Inception (January 26, 2007) through
September 30, 2008.




Revenues. We did not have any
revenues during the period ended September 30, 2008, representing no change from
the corresponding period from inception (January 26, 2007) through September 30,
2007.  We expect that our initial revenues will be derived from the sale of
timber and coal royalties or other energy revenues from our land acquisitions
prior to their being reclaimed for organic farming.




20





Operating expenses. Total
general and administrative expenses for the nine months ended September 30, 2008
were $316,154, compared to $149,734 for the comparable period of 2007 beginning
from inception (January 26, 2007) through September 30, 2007.  The increase
in 2008 was due primarily to legal and accounting fees, expenses incurred in
connection with land acquisitions and other corporate acquisitions (including
the Buckhorn Transaction), filing our “Super 8-K” to indicate our ceasing to be
a shell company, as defined in Rule 12b-2 of the Exchange Act, as well as the
completion of our registration statement on Form S-1.




Net loss. Net loss was
$333,495 for the nine months ended September 30, 2008, as compared to $149,734
for the period from inception (January 26, 2007) through September 30, 2007,
reflecting the impact of costs incurred relating to compliance, professional
fees, as well as land acquisitions and the corporate acquisitions, as described
above.  The Company had a net loss of $510,012, for the period from
inception (January 26, 2007) through September 30, 2008.




Material
Changes in Results of Operations For the Three Month Period Ended September 30,
2008 As Compared to the Three Month Period Ended September 30,
2007.




Revenues. We did not have any
revenues during the three month period ended September 30, 2008 representing no
change from the corresponding three month period ended September 30, 2007.





Operating expenses. Total
general and administrative expenses for the third quarter of 2008 were $223,399,
compared to $109,546 for the comparable period in 2007. The increase in expenses
in the third quarter of 2008 was due primarily to the expenses incurred in
connection with land acquisitions and other corporate acquisitions (including
the Buckhorn Transaction), the filing our “Super 8-K” to indicate that we ceased
to be a “shell company”, as defined in Rule 12b-2 of the Exchange Act, as well
as the completion of our registration statement on Form S-1.




Net loss. Net loss was
$238,010 for the three months ended September 30, 2008, as compared to $109,546
for the three months ended September 30, 2007, reflecting the impact of costs
incurred relating to professional fees, as well as land acquisitions and
corporate acquisitions.




Material
Changes in Financial Condition, Liquidity and Capital Resources as of September
30, 2008.




Liquidity and Capital
Resources




The
Company has a limited commercial operating history and does not have any
revenues or earnings from operations to date.  On February 5, 2008, the
Company’s Board of Directors authorized the temporary reduction of the warrant
exercise price for the Class A, B and C Warrants (individually or collectively,
the “Warrants”) from $3.00, $6.00 and $12.00 per share, respectively, to $1.00
per share in each case for the period commencing February 6, 2008 through April
30, 2008 (the “Second Warrant Reduction”),  as disclosed in the Company’s
Current Report on Form 8-K, filed with the SEC on February 6, 2008.  The
purpose of the Second Warrant Reduction was to provide the Company with
additional capital to close pending acquisitions and negotiate additional
transactions.  In connection with the Second Warrant Reduction, during the
three months ended June 30, 2008 the Company received $1,662,400, through the
issuance of 1,662,400 shares of its common stock as a result of the exercise of
102,400 Class A Warrants, 780,000 Class B Warrants and 780,000 Class C Warrants
at $1.00 per share.  The total exercise price of $1,662,400 was paid to the
Company as follows: (i) $961,400 through a combination of cash ($918,400) from
the payment of promissory notes issued to the Company in connection with prior
warrant exercises, debt reduction ($23,000) and services ($20,000); and (ii)
$1,218,000 in the form of promissory notes payable to the Company by four
non-affiliated parties, which notes were due and payable on or before August 15,
2008 and the board has determined to allow the extension of payment on such
notes to December 15, 2008.


21





The
Company had cash of $135,524 and working capital deficit of $2,331,421 as of
September 30, 2008 as compared with a working capital deficit of $57,250 at
December 31, 2007.  The decrease in working capital reflects the
significant increase in notes payables from $125,000 as of December 31, 2007 to
$1,536,468 as of September 30, 2008, and in notes payable to related parties
from zero to $736,155 during the same time period mainly in connection with the
Buckhorn and Owsley Transactions.  In addition, working capital was
affected by the increase in accounts payable from $10,732 at December 31, 2007
to $194,322 at June 30, 2008.





Net cash
used by operating activities was $131,272 for the nine months ended September
30, 2008 (the “2008 Period”), which was attributable to a net loss of $333,495,
which amount was offset, in part, by $20,000 which was expensed as a result of
the issuance of common stock and warrants for services provided.  For the
period from inception on January 26, 2007 through September 30, 2007 (the
“2007 Period”) net cash used by operating activities was $54,065, resulting from
a net loss of $149,734.




Net cash
was used in investing activities for the 2008 Period was $2,050,709 primarily
used in connection with land acquisitions and corporate acquisitions including
the Buckhorn Transaction, extension payments under the EK Option Agreement, with
the Owsley Transaction (including extensions thereof) and the LeeCo transaction,
among other things.  For the 2007 Period, the Company had no investing
activities.




Net cash
provided by financing activities was $2,239,023 for the 2008 Period, consisting
mainly of an aggregate of $961,400 in proceeds from Common Stock issued, offset,
in part, by repurchase of an aggregate of $105,532 of loans payable.  For
the 2007 Period, the Company received $59,000 in proceeds for the issuance of
common stock.




As a
result of the foregoing, the Company had a net increase in cash of $57,042 for
the 2008 Period, as compared with an increase of $4,935 during the 2007
Period.




The
Company has limited financial resources and, prior to its first land acquisition
in November 2007, its activity had been limited to organizational matters,
ongoing reporting and compliance matters, and searching for acquisition
candidates.  The Company’s future liquidity and cash requirements will
depend on a wide range of factors including the acquisition of operating
businesses and/or revenues derived from the development of energy reserves on
land acquired for organic farming and other properties owned or acquired by the
Company. We will, in all likelihood, sustain operating losses in the near term,
as well as incur a net operating loss that will increase continuously, pending
the consummation of such a business combination or commencement of royalty
revenues from the Company’s energy-related operations.  There is no
assurance that we can identify such a business opportunity or opportunities and
consummate such a business combination, or otherwise develop sufficient royalty
revenues to operate profitability.




In the
event the Company can establish an active public market for its securities,
management believes it can raise subsequent funds to implement its business
strategy and support the Company's operations over the next 12 months.
 In particular, the Company expects to raise capital or seek additional
financing. While there can be no assurance that such raising of capital or
seeking of additional financing would be available in amounts and on terms
acceptable to the Company, management believes that such financing would likely
be available on acceptable terms.


22


Item 3.  Quantitative and Qualitative
Disclosure About Market Risk.




The
Company, as a smaller reporting company, is not required to provide the
information required by this item pursuant to Item 305 of Regulation
S-K.




Item 4T.  Controls and Procedures.




EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as
of September 30, 2008.  Based on this evaluation, our principal executive
officer and principal financial officer have concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in the reports we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the three month period ended September 30, 2008
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.




PART II.  OTHER INFORMATION




Item 1.  Legal Proceedings




In the
ordinary course of business, the Company may be involved in legal proceedings
from time to time.  As of the date of this quarterly report on Form 10-Q,
there have been no material changes to any legal proceedings previously reported
by us in our Annual Report on Form 10-K for December 31, 2007.




Item 1A.  Risk Factors




Not
required for smaller reporting companies.




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




All
issuances of restricted securities by the Company during the three month period
ended September 30, 2008, were previously reported on Forms 8-K.




23





Item 3.  Defaults Upon Senior Securities.




None.




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




None.




Item 5.  Other Information.




None.





























24


Item 6.  Exhibits.




Exhibits.




Set forth
below is a list of the exhibits to this quarterly report on Form
10-Q.




Exhibit
              Number
            Description*31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities and Exchange Act of 1934, as amended, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities and Exchange Act of 1934, as amended, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*32.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule
      15d-14(b) of the Securities and Exchange Act of 1934, as amended, and 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.*32.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule
      15d-14(b) of the Securities and Exchange Act of 1934, as amended, and 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.




* Filed
herewith.


























25


SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Dated:
       November 14, 2008
            Consolidation
      Services, Inc.By:
            /s/ Johnny R. ThomasJohnny
      R. Thomas, President and
              Chief
      Executive Officer (Principal Executive Officer)By:
            /s/ John C. FrancisJohn
      C. Francis, Vice President and
              Chief
      Financial Officer (Principal Financial
Officer)































26






Consolidation
Services, Inc.


Quarterly
Report on Form 10-Q


Quarter
Ended September 30, 2008




EXHIBIT INDEX




Exhibit
              Number
            Description31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities and Exchange Act of 1934, as amended, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities and Exchange Act of 1934, as amended, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule
      15d-14(b) of the Securities and Exchange Act of 1934, as amended, and 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.32.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule
      15d-14(b) of the Securities and Exchange Act of 1934, as amended, and 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.

































27