UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED JULY 31, 2008

                       Commission file number 333-141328


                             KITCHER RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                          Suite 138 - 1027 Davie Street
                              Vancouver, BC V6E 4L2
         (Address of principal executive offices, including zip code.)

                                 (604) 231-0074
                     (Telephone number, including area code)

                                  Karen Batcher
                             Batcher & Zarcone, LLP
                              4252 Bonita Road #151
                                Bonita, CA 91902
                     Phone (619) 475-7882 Fax (619) 789-6262
            (Name, address and telephone number of agent for service)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,000,000 shares as of August 28,
2008.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                     July 31,          January 31,
                                                                       2008               2008
                                                                     --------           --------
                                                                    (Unaudited)         (Audited)
<S>                                                                  <C>                <C>
                                   A S S E T S

CURRENT ASSETS
  Cash                                                               $ 37,469           $ 46,148
                                                                     --------           --------

      Total  Assets                                                  $ 37,469           $ 46,148
                                                                     ========           ========

                             L I A B I L I T I E S

CURRENT LIABILITIES
  Accounts Payable and Accrued Liabilities                           $    150           $  1,206
                                                                     --------           --------

      Total Current Liabilities                                           150              1,206
                                                                     --------           --------

                      S T O C K H O L D E R S ' E Q U I T Y

Common Stock
  75,000,000 authorized shares, par value $.001
  30,000,000 shares issued and outstanding
  (April 30, 2008 - 30,000,000)                                        30,000             30,000
Additional paid in capital                                             40,000             40,000
Deficit accumulated during exploration stage                          (32,681)           (25,058)
                                                                     --------           --------
      Total Stockholders' Equity                                       37,319             44,942
                                                                     --------           --------

      Total Liabilities and Stockholders' Equity                     $ 37,469           $ 46,148
                                                                     ========           ========
</TABLE>


                 See accompanying notes to financial statements

                                       2
<PAGE>
                              KITCHER RESOURCES INC
                         (An Exploration Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Period from
                                                    Three Months          Three Months        December 26, 2006
                                                       Ended                 Ended          (Date of inception) to
                                                      July 31,              July 31,              July 31,
                                                        2008                  2007                  2008
                                                     -----------           -----------           -----------
<S>                                                  <C>                   <C>                   <C>
REVENUES:
  Revenues                                           $        --           $        --           $        --
                                                     -----------           -----------           -----------

      Total Revenues                                          --                    --                    --
                                                     -----------           -----------           -----------
EXPENSES:
  Operating Expenses
    Exploration Expenses                                      --                    --                10,000
    Impairment of Mineral Property                           514                    --                 1,262
    General and Adminstrative                                377                   776                 3,089
    Professional Fees                                      4,500                    --                11,950
    Transfer Agent/Regulatory/Filing                         388                 2,116                 6,380
                                                     -----------           -----------           -----------

      Total Expenses                                       5,779                 2,892                32,681
                                                     -----------           -----------           -----------

      Net loss from Operations                            (5,779)               (2,892)              (32,681)

PROVISION FOR INCOME TAXES:                                   --                    --                    --
                                                     -----------           -----------           -----------

      Net Income (Loss) for the period               $    (5,779)          $    (2,892)          $   (32,681)
                                                     ===========           ===========           ===========

Basic and Diluted Earnings Per Common Share                (0.00)                (0.00)                (0.00)
                                                     -----------           -----------           -----------

Weighted Average number of Common Shares              30,000,000            27,096,774            26,583,528
                                                     ===========           ===========           ===========
</TABLE>


                 See accompanying notes to financial statements

                                       3
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Statement of Stockholders' Equity
       For the period from December 26, 2006 (inception) to July 31, 2008

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                                                                  Additional     During          Total
                                                                     $0.001        Paid-In     Exploration    Stockholders'
                                                      Shares        Par Value      Capital        Stage          Equity
                                                      ------        ---------      -------        -----          ------
<S>                                                  <C>           <C>           <C>             <C>            <C>
Balance, December 26, 2006 (Date of Inception)              --      $     --      $     --      $      --       $     --

Stock Issued for cash at $0.001 per share
 on December 29, 2006                               20,000,000        20,000            --             --         20,000

Net loss for the period                                     --            --            --         (8,088)        (8,088)
                                                    ----------      --------      --------      ---------       --------

Balance, January 31, 2007                           20,000,000        20,000            --         (8,088)        11,912

Stock Issued for cash at $0.005 per share           10,000,000        10,000        40,000             --         50,000
 on July 9, 2007
Net loss for the year                                       --            --            --        (16,970)       (16,970)
                                                    ----------      --------      --------      ---------       --------

Balance, January 31, 2008                           30,000,000        30,000        40,000        (25,058)        44,942

Net loss for the period                                     --            --            --         (7,623)        (7,623)
                                                    ----------      --------      --------      ---------       --------

Balance, July 31, 2008 (Unaudited)                  30,000,000      $ 30,000      $ 40,000      $ (32,681)      $ 37,319
                                                    ==========      ========      ========      =========       ========
</TABLE>


                 See accompanying notes to financial statements

                                       4
<PAGE>
                             KITCHER RESOURCES INC
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Period from
                                                  Three Months       Three Months      December 26, 2006
                                                     Ended              Ended        (Date of inception) to
                                                    July 31,           July 31,            July 31,
                                                      2008               2007                2008
                                                    --------           --------            --------
<S>                                                  <C>               <C>                <C>
OPERATING ACTIVITIES:
  Net (Loss)                                        $ (5,779)          $ (2,892)           $(32,681)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Impairment of mineral property                      514                 --               1,262
     Accounts Payable                                   (150)              (840)                150
                                                    --------           --------            --------
Net Cash Used in from Operating Activities            (5,415)            (3,732)            (31,269)
                                                    --------           --------            --------
INVESTING ACTIVITIES:
  Mineral Property Acquisition                          (514)                --              (1,262)
                                                    --------           --------            --------
Net Cash Used in Investing Activities                   (514)                --              (1,262)
                                                    --------           --------            --------
FINANCING ACTIVITIES:
  Common Stock issued for cash                            --             50,000              70,000
  Advance (to) from Related Party                         --                 --                  --
                                                    --------           --------            --------
Net Cash Provided by Financing Activities                 --             50,000              70,000
                                                    --------           --------            --------

Net Increase in Cash                                  (5,929)            46,268              37,469

Cash Balance,  Begin Period                           43,398              8,633                  --
                                                    --------           --------            --------

Cash Balance,  End Period                           $ 37,469           $ 54,901            $ 37,469
                                                    ========           ========            ========

SUPPLEMENTAL INFORMATION:
  Taxes paid                                        $     --           $     --            $     --
                                                    ========           ========            ========

  Interest paid                                     $     --           $     --            $     --
                                                    ========           ========            ========
</TABLE>


                 See accompanying notes to financial statements

                                       5
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION  OF  BUSINESS  AND  HISTORY  -  Kitcher  Resources  Inc.,  a  Nevada
corporation,  (hereinafter referred to as the "Company" or "Kitcher Resources ")
was  incorporated  in the State of Nevada on December 26, 2006.  The Company was
formed to engage in the  acquisition,  exploration  and  development  of natural
resource  properties.  The Company  acquired  mineral  claims  during the period
ending July 31, 2008 for $1,262.

The Company's operations have been limited to general administrative operations,
and initial  property  staking and  investigation,  and is  considered  to be an
Exploration  Stage Company in accordance with Statement of Financial  Accounting
Standards No. 7.

The  Company  will review and further  develop  the  accounting  policies as the
business plan is implemented.

The Company's SB-2 registration  statement that was initially filed on March 25,
2007 with the  Securities  and  Exchange  Commission  (SEC) in order to raise an
aggregate amount of $50,000 from the sale of 10,000,000  common shares at $0.005
per  share,  was  declared  effective  by the SEC on June 4, 2007.  The  Company
completed  the  offering as of July 9 2007 and raised  $50,000  from the sale of
10,000,000 common shares at $0.005 per share.

GOING CONCERN - The Company incurred net losses of approximately $32,681 for the
period from December 26, 2006 (Date of Inception)  through July 31, 2008 and has
commenced  limited  operations,  raising  substantial  doubt about the Company's
ability to continue as a going concern. The Company will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

YEAR END - The Company's year end is January 31.

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

                                       6
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND  SUMMARY  OF  SIGNIFICANT  POLICIES
(continued)

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Financial  Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards  ("SFAS") No. 109, which  requires  recognition of deferred tax assets
and liabilities for future tax consequences  attributable to differences between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis and tax credit carry  forwards.  Deferred tax assets
and  liabilities  are  measured  using  enacted  tax rates  expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized in operations in the period that includes the
enactment date.

The Company has net operating loss carryovers  available to be used for reducing
future years taxable income. The Company has recorded a valuation  allowance for
the full  potential  tax benefit of the  operating  loss  carryovers  due to the
uncertainty regarding realization.

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with  SFAS No.  128,  Earnings  per Share  (SFAS  128) and SEC Staff
Accounting  Bulletin No. 98 (SAB 98).  Under the  provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss
per share gives effect to common stock  equivalents;  however,  potential common
shares are  excluded  if their  effect is  anti-dilutive.  For the  period  from
December 26, 2006 (Date of Inception)  through July 31, 2008, the Company had no
potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

LONG-LIVED ASSETS - In accordance with FASB SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived  Assets",  the carrying value of intangible
assets  and other  long-lived  assets  is  reviewed  on a regular  basis for the
existence of facts or  circumstances  that may suggest  impairment.  The Company
recognizes  impairment  when the sum of the  expected  undiscounted  future cash
flows is less than the carrying amount of the asset.  Impairment losses, if any,
are  measured  as the  excess  of the  carrying  amount  of the  asset  over its
estimated fair value.

                                       7
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND  SUMMARY  OF  SIGNIFICANT  POLICIES
(continued)

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on December  26, 2006 and has not yet  realized any revenues  from its
planned operations,  being the acquisition and exploration of mining properties.
Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially  capitalized when incurred using the guidance in
EITF 04-02,  "Whether  Mineral  Rights Are Tangible or Intangible  Assets".  The
Company  assesses  the  carrying  costs  for  impairment  under  SFAS  No.  144,
"Accounting  for  Impairment  or Disposal  of Long Lived  Assets" at each fiscal
quarter  end.  When  it has  been  determined  that a  mineral  property  can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property,  are  capitalized.  Such costs
will be amortized using the  units-of-production  method over the estimated life
of the probable  reserve.  If mineral  properties are subsequently  abandoned or
impaired, any capitalized costs will be charged to operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported  earnings cause by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15, 2007, although earlier adoption is permitted.  As of July 31, 2008,
the Company has not adopted this statement and management has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

In December  2007,  the FASB issued  SFAS No.  160,  NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS,  AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on the Company's
financial position or results of operations.

                                       8
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any  business  combinations  completed  by the  Company  prior  to
February  1,  2009 will be  recorded  and  disclosed  following  existing  GAAP.
Management has not determined the effect that adopting this statement would have
on the Company's financial position or results of operations.

In September  2006,  FASB issued SFAS No. 157,  FAIR VALUE  MEASURE"  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November  15,  2007,  which for the Company is the fiscal year
beginning  February 1, 2008.  The Company is currently  evaluating the impact of
adopting SFAS No. 157 but does not expect that it will have a significant effect
on its financial position or results of operations.

In June 2006, FASB issued  Interpretation  No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME  TAXES-AN  INTERPRETATION  OF FASB  STATEMENT  NO. 109 ("FIN  48").  This
Interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an enterprise's  financial  statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME Taxes." This Interpretation prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement  of a tax  position  taken or  expected to be taken in a tax return.
This  Interpretation  also provides guidance on  derecognition,  classification,
interest  and  penalties,   accounting  in  interim   periods,   disclosure  and
transition.  This  Interpretation  is effective for fiscal years beginning after
December 15, 2006. The Company has determined that the adoption of Statement No.
158 did not have any material  impact on the Company's  results of operations or
financial position.

                                       9
<PAGE>
                             KITCHER RESOURCES INC.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


2. PROPERTY AND EQUIPMENT

As of July 31, 2008, the Company does not own any property and/or equipment.

3. STOCKHOLDER'S EQUITY

The Company has 75,000,000  common shares  authorized with a par value of $0.001
per share.

A total of 30,000,000 shares of the Company's common stock have been issued.

On December  29,  2006,  20,000,00  shares were issued to the  founding and sole
director of the Company pursuant to a stock subscription agreement at $0.001 per
share for total proceeds of $20,000.

On July 9, 2007 10,000,000 shares of the Company's common stock were issued at a
price of $0.005 per share for gross proceeds of $50,000.

4. RELATED PARTY TRANSACTIONS

The Company's sole director was not paid for any  underwriting  services that he
performed on behalf of the Company with respect to the Company's SB-2 prospectus
offering.

During the period ended  January 31, 2008,  the sole director and officer of the
Company incurred $1,338 of expenses on behalf of the Company. These amounts were
repaid during the year ended January 31, 2008. Accordingly,  as of July 31, 2008
$Nil (2007 - $1,338) is owing to this director and officer.

For all periods  presented,  there have been no other related party transactions
other than those mentioned above.

5. STOCK OPTIONS

As of July 31, 2008,  the Company does not have any stock  options  outstanding,
nor  does  it have  any  written  or  verbal  agreements  for  the  issuance  or
distribution of stock options at any point in the future.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.

RESULTS OF OPERATIONS

We are still in our exploration stage and have not generated any revenue.

We incurred operating expenses of $5,779 and $2,892 for the three month periods
ended July 31, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports and registration
statement.

Our net loss from inception (December 26, 2006) through July 31, 2008 was
$32,681.

Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations. We cannot continually incur operating losses in
the future and may decide that we can no longer continue with our business
operations as detailed in our original business plan because of a lack of
exploration and financial results and available financial resources. We may need
to look for other potential business opportunities that might be available.
There can be no assurances that any other business opportunities will be
available nor can there be any certainties of the business industry of the
opportunity that might be available nor any indication of the financial
resources required.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at July 31, 2008 was $37,469 and our liabilities were $150.
We have sold $70,000 in equity securities since inception, $20,000 from the sale

                                       11
<PAGE>
of 20,000,000 shares of stock to our officer and director and $50,000 from the
sale of 10,000,000 shares registered pursuant to our SB-2 Registration Statement
which became effective on June 4, 2007. The offering was completed on June 25,
2007.

PLAN OF OPERATION

The completed fieldworks of the Phase I of the exploration program do not appear
to indicate an economically viable mineral deposit. We continued to maintain a
mineral claim of 59 Mineral Title Grid Units (approx 3,020 acres) under Tenure
#583207, 583211, 583215, 583203. The original Marg mineral property claim
consisted of 106 Mineral Title Grid Units (approx 5,446 acres).

We will look for other potential business opportunities that might be available
to the Company. Our management will begin analyzing various alternatives
available to our Company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis will include
sourcing additional forms of financing to continue in mineral exploration, or
mergers and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our future
prospects for our original business are not good.

We will be focusing our preliminary merger/acquisition activities on potential
business opportunities with established business entities for the merger of a
target business with our Company. In certain instances, a target business may
wish to become a subsidiary of our Company or may wish to contribute assets to
our Company rather than merge. There can be no assurances that there will be
other business opportunities available nor can there be any certainties of the
business industry of the opportunity that might be available nor any indication
of the financial resources required of any possible business opportunity. We
anticipate that any new acquisition or business opportunities by our Company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our Company requires additional financing and we are unable to
acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.

We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

                                       12
<PAGE>
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate
compatible business opportunities, what additional financing we will require to
complete a combination or merger with another business opportunity or whether
the opportunity's operations will be profitable.

As of the date hereof, we have not been successful in our exploration efforts.
We are uncertain about our continued ability to raise funds. Further, we believe
that our Company may have more difficulties raising capital for our existing
operations than for a new business opportunity. We have not entered into any
formal written agreements for a business combination or opportunity. If any such
agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.

If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation
of our management, including the chief executive officer and the chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that the company's disclosure controls and procedures are effective,
as of July 31, 2008, in ensuring that material information relating to us
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC 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 reports it files or submits
under the Securities Exchange Act is accumulated and communicated to management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>
                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit            Description                          Method of Filing
-------            -----------                          ----------------

3.1      Articles of Incorporation               Incorporated by reference to
                                                 Exhibit 3.1 to the Company's
                                                 Registration Statement on Form
                                                 SB-2 filed with the SEC on
                                                 March 15, 2007.

3.2      Bylaws                                  Incorporated by reference to
                                                 Exhibit 3.2 to the Company's
                                                 Registration Statement on Form
                                                 SB-2 filed with the SEC on
                                                 March 15, 2007.

31.1     Certification of Chief Executive        Filed electronically
         Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial        Filed electronically
         Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.

32       Certification of Chief Executive        Filed electronically
         Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350,
         as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

                                   SIGNATURES

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


/s/ Raminder Badyal                                            September 8, 2008
-------------------------------------                          -----------------
Raminder Badyal, President & Director                                Date
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer)

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