UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended January 31, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  HENYA
FOOD CORP.
 (Exact
name of registrant as specified in its Charter
  Delaware
                
                333-142658
                
                74-3191757(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (Commission
      File No.)
                
                (IRS
      Employee Identification No.)
 
 26
Kendall St., New Haven, Connecticut  06512
 (Address
of Principal Executive Offices)
 _______________
  (905)
709-4775
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x  No o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. YesoNo  x
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of March 17, 2009: 39,542,508 shares of common stock.
 
  
 
  
 
 HENYA
FOOD CORP
  FORM
10-Q
  January
31, 2009
  TABLE
OF CONTENTS
 
  PART
I-- FINANCIAL INFORMATION
 Item
      1.
                Financial
      Statements
                F-1Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                1Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                3Item
      4T
                Control
      and Procedures
                3
  PART
II-- OTHER INFORMATION
  Item
      1
                Legal
      Proceedings
                4Item
      1A
                Risk
      Factors
                4Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                4Item
      3.
                Defaults
      Upon Senior Securities
                4Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                4Item
      5.
                Other
      Information
                4Item
      6.
                Exhibits
      and Reports on Form 8-K
                4
  SIGNATURE
   
  HENYA
FOOD CORP
  FORM
10-Q
  January
31, 2009
  INDEX
TO FINANCIAL STATEMENTS
  
 PageBalance
      Sheets as of  31 January 2009 (Unaudited) and 31 October 2008
      (Audited)
                F-2Statements
      of Operations for the Three Months Ended 31 January 2009 (Unaudited),
      Three Months Ended 31 January 2008 (Unaudited), and for the period from
      inception, 20 September 2006 to 31 January 2009
      (Unaudited)
                F-3Statements
      of Cash Flows for the Three Months Ended 31 January 2009 (Unaudited),
      Three Months Ended 31 January 2008 (Unaudited) and for the period from
      inception, 20 September 2006 to 31 January 2009
      (Unaudited)
                F-4Notes
      to Financial Statements (Unaudited)
                F-5
      - F-8
   
  HENYA
FOOD CORP.
 (A
Development Stage Company)
 BALANCE
SHEETS
 Unaudited
  AS
AT
  31
      January
                  2009
                  (Unaudited)
                
                
                31
      October
                  2008
                  (Audited)ASSETSCURRENT
      ASSETSCash
                
                $
                110
                
                
                $
                254Accounts
      receivable due from related parties
                
                
                544,393
                
                
                
                542,060Prepaid expenses
                
                
                7,588
                
                
                
                7,588TOTAL
      CURRENT ASSETS
                
                
                552,091
                
                
                
                549,902TOTAL
      ASSETS
                
                $
                552,091
                
                
                $
                549,902LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts payable
                
                $
                73,391
                
                
                $
                65,328Accrued
      liabilities
                
                
                480,000
                
                
                
                450,000Loans
      payable
                
                
                56,250
                
                
                
                53,125TOTAL CURRENT
      LIABILITIES
                
                
                609,641
                
                
                
                568,453TOTAL LIABILITIES
                
                
                609,641
                
                
                
                568,453COMMITMENTS AND
      CONTINGENCIES (see note 10)STOCKHOLDERS'
      DEFICITCapital stock
                
                
                39,543
                
                
                
                39,543Additional paid-in capital
                
                
                157,741
                
                
                
                157,741Notes
      receivable from stock issued
                
                
                (33,294
                )
                
                
                (32,854
                )Deficit accumulated during the development
    stage
                
                
                (221,540
                )
                
                
                (182,981
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (57,550
                )
                
                
                (18,551
                )TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT
                
                $
                552,091
                
                
                $
                549,902
  The
accompanying notes are an integral part of these financial
statements.
  
 
 F-2
  
     HENYA
FOOD CORP.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 Unaudited
 
 For
      the
                  Three
      Months Ended
                  31
      January 2009
                  (Unaudited)
                
                
                For
      the
                  Three
      Months Ended
                  31
      January 2008
                  (Unaudited)
                
                
                For
      the Period
                  from
      Inception, 20 September 2006 to
                  31
      January 2009
                  (Unaudited)REVENUECommission income from related
companies
                
                $
                72,029
                
                
                $
                116,006
                
                
                $
                911,236Interest on notes receivable from
      shareholders
                
                
                440
                
                
                
                440
                
                
                
                4,60072,469
                
                
                
                116,446
                
                
                
                915,836EXPENSESOfficers and directors fees
                
                
                30,000
                
                
                
                30,000
                
                
                
                480,000Rent
      paid to a related company
                
                
                4,500
                
                
                
                4,500
                
                
                
                40,500Interest
      and bank charges
                
                
                3,269
                
                
                
                6,388
                
                
                
                33,601Overhead paid to a related
      party
                
                
                57,623
                
                
                
                29,000
                
                
                
                323,748Severance
      expense
                
                
                -
                
                
                
                -
                
                
                
                171,840General and
      administrative
                
                
                2,034
                
                
                
                -
                
                
                
                5,885Professional
      fees
                
                
                13,602
                
                
                
                2,500
                
                
                
                71,802Consulting expenses paid with common
    stock
                
                
                -
                
                
                
                -
                
                
                
                10,000111,028
                
                
                
                72,388
                
                
                
                1,137,376NET
      (LOSS) EARNINGS
                
                $
                (38,559
                )
                
                $
                44,058
                
                
                $
                (221,540
                )(LOSS) EARNINGS
      PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
                
                
                39,542,508
                
                
                
                39,483,684
                
                
                
                44,492,713
 
 The
accompanying notes are an integral part of these financial
statements.
   F-3
  
   
  HENYA
FOOD CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 Unaudited
 
 For
      the Three Months Ended 31 January 2009
                  (Unaudited)
                
                
                For
      the Three Months Ended 31 January 2008
                  (Unaudited)
                
                
                For
      the Period from Inception, 20 September 2006 to 31 January
      2009
                  (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss) earnings
                
                $
                (38,559
                )
                
                $
                44,058
                
                
                $
                (221,540
                )Adjustments
      to reconcile net (loss) earnings to net cash used in operating
      activitiesIssuance
      of common stock for services
                
                
                -
                
                
                
                -
                
                
                
                10,000Officers
      accrued fees forgiven
                
                
                -
                
                
                
                -
                
                
                
                107,600Interest
      on notes receivable from stock issued
                
                
                (440
                )
                
                
                (440
                )
                
                
                (3,960
                )Interest
      accrued on loans payable
                
                
                3,125
                
                
                
                6,250
                
                
                
                26,250Changes
      in operating assets and liabilities:Accounts
      receivable due from related parties
                
                
                (2,333
                )
                
                
                (87,180
                )
                
                
                (544,393
                )Accounts
      payable
                
                
                8,063
                
                
                
                7,174
                
                
                
                73,391Accrued
      liabilities
                
                
                30,000
                
                
                
                30,000
                
                
                
                480,000Prepaid
      expenses
                
                
                -
                
                
                
                -
                
                
                
                (7,588
                )CASH
      FLOWS USED IN OPERATING ACTIVITIES
                
                
                (144
                )
                
                
                (138
                )
                
                
                (80,240)CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      payable
                
                
                -
                
                
                
                -
                
                
                
                80,000Proceeds
      from common stock issued
                
                
                -
                
                
                
                -
                
                
                
                150,350Deferred
      offering costs
                
                
                -
                
                
                
                -
                
                
                
                (150,000
                )CASH
      FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
                
                
                -
                
                
                
                -
                
                
                
                80,350NET
      (DECREASE) INCREASE IN CASH
                
                
                (144
                )
                
                
                (138
                )
                
                
                110CASH,
      BEGINNING OF PERIOD
                
                
                254
                
                
                
                2,188
                
                
                
                -CASH,
      END OF PERIOD
                
                $
                110
                
                
                $
                2,050
                
                
                $
                110NON
      CASH INVESTING AND FINANCING ACTIVITIES:Issuance
      of common stock to settle a loan payable
                
                $
                -
                
                
                $
                -
                
                
                $
                50,000
  The
accompanying notes are an integral part of these financial
statements.
 
 F-4
  
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JANUARY 2009
  1.  NATURE OF
OPERATIONS
 
 Henya
Food Corp. ("the Company") was incorporated on 20 September 2006 in the State of
Delaware. The Company acts as a sales representative to broker kosher, natural
and organic food products to retailers and distributors throughout Canada and to
kosher retailers and distributors in the United States, Israel, Europe and
Australia.
  2. 
BASIS OF PRESENTATION
  The
Company has earned limited revenues from limited principal operations and
accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Statement of Financial Accounting
Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures
required by SFAS No. 7 are that the Company's financial statements be identified
as those of a development stage company, and that the statements of operation
and cash flows disclose activity since the date of the Company's
inception.
  The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended 31 January 2009 are not necessarily indicative of the results that may be
expected for the year ending 31 October 2009. For further information, refer to
the financial statements and footnotes thereto included in the Company’s annual
report on Form 10-K for the year ended 31 October 2008.
  3. 
GOING
CONCERN
  The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has experienced losses from operations
since inception in the amount of $221,540 and has used cash flows from
operations since inception in the amount of $80,240that raise substantial doubt
as to its ability to continue as a going concern.
  The
Company's ability to continue as a going concern is contingent upon its ability
to obtain the financing and strategic alliances necessary to attain profitable
operations. Management is pursuing various sources of financing and intends to
raise equity financing through a private placement with a private group of
investors in the near future.  In the event the Company is not able to
raise the necessary equity financing from private investors, the shareholders
intend to finance the Company by way of shareholder loans, as needed, until
profitable operations are attained.
  The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
 
 F-5
  
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JANUARY 2009
 
 4.  RECENT ACCOUNTING
PRONOUNCEMENTS
 
 In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations ("SFAS
141R"). SFAS 141R establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The guidance will
become effective as of the beginning of the Company’s fiscal year beginning
after December 15, 2008. Management believes the adoption of this pronouncement
will not have a material impact on the Company's consolidated financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51 ("SFAS
160"). SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The guidance will become effective as of the beginning of the
Company’s fiscal year beginning after December 15, 2008. Management believes the
adoption of this pronouncement will not have a material impact on the Company's
consolidated financial statements.
 
 In
February 2008, FASB issued FASB Staff Position (“FSP”) on SFAS No. 140-3, Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions (“FSP SFAS
140-3”). The objective of this FSP is to provide guidance on accounting for a
transfer of a financial asset and a repurchase financing. This FSP presumes that
an initial transfer of a financial asset and a repurchase financing are
considered part of the same arrangement (linked transaction) under SFAS No. 140,
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities” ("SFAS 140"). However, if certain criteria are met, the initial
transfer and repurchase financing shall not be evaluated as a linked transaction
and shall be evaluated separately under SFAS No. 140. FSP SFAS 140-3 is
effective for financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within these fiscal years. Earlier
application is not permitted. Management believes the adoption of this
pronouncement will not have a material impact on the Company's consolidated
financial statements.
 
 In
February 2008, FASB issued FSP SFAS No. 157-1, Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13 (“FSP SFAS 157-1”). FSP SFAS 157-1 amends SFAS 157 to
exclude FASB Statement No. 13, Accounting for Leases, and other accounting
pronouncements that address fair value measurements for purposes of lease
classification or measurement under FASB Statement No. 13. However, this scope
exception does not apply to assets acquired and liabilities assumed in a
business combination that are required to be measured at fair value under FASB
Statement No. 141, “Business Combinations”, or FASB Statement No. 141 (revised
2007), "Business Combinations", regardless of whether those assets and
liabilities are related to leases. FSP SFAS 157-1 is effective upon the initial
adoption of SFAS 157.
 
 In
February 2008, FASB issued FSP SFAS No. 157-2, Effective date of FASB Statement No.
157 (“FSP SFAS 157-2”). FSP SFAS 157-2 delays the effective date of SFAS
157 to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The Company is currently evaluating the impact of
adopting FSP SFAS No. 157-2 on its consolidated financial
statements.
 
 In March
2008, FASB issued SFAS 161, Disclosures about Derivative Instruments and
Hedging Activities - an amendment of FASB Statement No. 133("SFAS 161").
SFAS 161 changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. SFAS 161 is effective for fiscal years and interim periods beginning
after November 15, 2008. The Company is currently assessing the potential impact
that the adoption of SFAS 161 could have on its consolidated financial
statements.
 
  F-6
  
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JANUARY 2009
  5. 
CAPITAL STOCK
  Authorized110,000,000
                
                common
      shares, $0.001 par value10,000,000
                
                preferred
      shares, $0.001 par value31 January
                  2009
                  (Unaudited)
                31
      October
                  2008
                  (Audited)Issued39,542,508
                
                common
      shares
                $39,543
                $39,543
  On 20
September 2006 the Company issued 40,000,000 and 10,000,000 common shares to the
founders of the corporation for consideration of notes receivable and services
rendered respectively. The notes bear interest at 6% per annum and are due
on demand.  The notes receivable from the common stock issued are
presented as a reduction of stockholders’ equity in the Statement of Changes in
Stockholders’ Deficiency.  The stock issued for consulting services
have been valued at the fair market value of the services received by the
Company of $10,000 and are reported in the Statement of Operations under
consulting.  The fair value of services received is the amount that
these individuals have billed to the Company which is based on hourly rates that
these individuals normally charge in providing similar services.
 
 In
October 2006, the Company received proceeds of $67,965 related to common shares
to be issued subsequent to the year end. Offering costs have been recorded as a
reduction of these proceeds bringing the net value of shares to be issued to
Nil. In December 2006, the Company issued 67,965 common shares to these
individuals and related parties.
  In
December 2006, the Company issued 82,385 common shares to various individuals
and related parties for proceeds of $82,385. Of this amount $82,035 was used to
pay for deferred offering costs incurred.
 
 In
October 2007, the Company bought back and cancelled 10,666,666 common shares for
the amount issued of $10,666.
 
 In August
2008, the Company issued 58,824 common shares as settlement for $50,000 of a
loan payable to a shareholder.
 
 6.RELATED PARTY TRANSACTIONS
 
 Related
party transactions are in the normal course of operations and are recorded at
amounts established and agreed between the related parties. Related party
transactions not disclosed elsewhere in these financial statements are as
follows:
  During
the three months ended 31 January 2009, the Company received commission income
from related companies controlled by directors totaling $72,029 (three months
ended 31 January 2008 - $116,006). The amount of the commission the Company
charges the related company was renegotiated to 2.5% from 5% in August 2008 to
take into consideration the difficult economic factors facing the related
company which include changes in foreign exchange rates.
  During
the three months ended 31 January 2009, the Company accrued fees for the
officers and directors totaling $30,000 (three months ended 31 January 2008 -
$30,000) which is included in accrued liabilities.
 
 During
the three months ended 31 January 2009, the Company paid rent to a company
controlled by the directors of the Company totaling $4,500 (three months ended
31 January 2008 - $4,500).
 
 During
the three months ended 31 January 2009, the Company paid $57,623 (three months
ended 31 January 2008 - $29,000) for overhead expenses incurred on behalf of the
Company. This amount is from the Company’s agreement where it will pay as
overhead, 80% of its revenues to the related company (for the three months ended
31 January 2008, the agreement was to pay overhead expenses at 25% of revenues
2008). This allows the Company the use of the personnel and office equipment
including phone, fax and other office equipment as needed.
   
 F-7
  
 
 
 
 HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JANUARY 2009
 
 7.  ECONOMIC
DEPENDENCE
 
 The
Company has brokered sales for a number of food retailers to earn commissions.
Agreements are in place with a number of retailers, related to the Company by
virtue of being controlled by directors of the Company. Of the $72,029 in
brokerage fees earned in the three months ended 31 January 2009, all $72,029 was
from Foodfest International 2000 Inc. (“Foodfest”) (For the three months ended
31 January 2008 - Of the $116,006 in brokerage fees earned in the quarter, all
$116,006 was from Foodfest) which is one of the related companies.
 
 8.  LOAN
PAYABLE
  In August
2008, the Company borrowed $50,000 from Marvin Silver, a shareholder of the
company, to finance operations. The loan is unsecured, bears interest at an
effective rate of 25% and matures in one year (August 2009).
 
 9.  SUPPLEMENTAL
CASH FLOW INFORMATION
  During
the three months ended 31 January 2009 the Company paid expenses as
follows:
  2008
                    
                    
                    2007Income taxes
                    
                    $
                    -
                    
                    
                    $
                    -Interest
                    
                    $
                    -
                    
                    
                    $
                    -
 
 10.  COMMITMENTS
 
 Beginning
1 November 2006, the Company entered into an agreement with a related company to
rent office space for a period of five years. As at October 2008, $36,000 in
rent has been paid. Rent to be paid is as follows:
  2009
                $18,0002010
                $18,0002011
                $18,000
 
 On 21
January 2008, the Company entered into a settlement agreement with a former
shareholder of the company whereby, in exchange for the return of 10,666,666
shares on 31 October, 2007, the Company agreed to pay $200,000 to the former
shareholder with the following terms;
 
 1)      
This amount is payable one day following a restriction period of one year
from the date the Company’s common stock begins to trade publicly. The funds
will be raised by issuing new common shares in a private placement. As security
for this transaction, the Company has placed 3,000,000 shares of its common
stock in Escrow with a law firm. $200,000 has been accrued for this as severance
expense. The expense has been netted against amounts forgiven by the shareholder
as part of the settlement.
 
 2)        Within
five business days of the Company receiving funds totaling $3,500,000 from a
private placement, the Company will pay a total of $50,000 in final settlement
of all obligations owed to the former shareholder. If the Company does not
receive the funds from a private placement before the end of the restriction
period stated in #1 above, interest at a rate of 5% per annum will accrue on the
outstanding balance from the end of the restriction
period.  Additionally, if the Company does not receive the funds from
a private placement before the end of the restriction period stated in #1 above,
an amount of the shares held in Escrow valued at $50,000 shall be delivered to
the shareholder. $50,000 of accrued management fees remains payable in relation
to this.
  F-8
  
   Item
2.     Management’s Discussion and Analysis
or Plan of Operation
  Caution Regarding
Forward-Looking Information
 
 Certain
statements contained herein, including, without limitation, statements
containing the words “believes”, “anticipates”, “expects” and words of similar
import, constitute forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
 
 Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.
 
 Business
Overview
 
 Henya was
incorporated on September 20, 2006 under the laws of the State of Delaware. We
were originally formed to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions and helping food
distributors and food processors expand their sales growth. We do not intend to
undertake a reverse merger nor pursue any acquisition which involves a change in
control.  We specialize in Kosher, Natural and Organic foods. We are a
multi-faceted products broker, committed to helping Producers, Wholesalers and
retailers improve their sales and return on investment.
 
 Henya
currently represents products to a variety of prospective buyers.  In
particular, products represented currently include: smoked salmon; salsa;
condiments; meat alternatives (i.e. vegetarian, chicken and beef products);
kosher grocery products (i.e. pizza, tea, confectionary
etc.).
 
 RESULTS OF OPERATIONS FOR
THE QUARTER ENDED JANUARY 31, 2009 COMPARED TO THE QUARTER ENDED JANUARY 31,
2008
 
 The
following table presents the statement of operations for the quarter ended
January 31, 2009 as compared to the comparable period of the quarter ended
January 31, 2008. The discussion following the table is based on these
results.
  For
      the
                                Three
      Months Ended
                                31
      January 2009
                                (Unaudited)
                              
                              
                              For
      the
                                Three
      Months Ended
                                31
      January 2008
                                (Unaudited)REVENUECommission income from related
companies
                              
                              $
                              72,029
                              
                              
                              $
                              116,006Interest on notes receivable from
      shareholders
                              
                              
                              440
                              
                              
                              
                              44072,469
                              
                              
                              
                              116,446EXPENSESOfficers and directors fees
                              
                              
                              30,000
                              
                              
                              
                              30,000Rent
      paid to a related company
                              
                              
                              4,500
                              
                              
                              
                              4,500Interest
      and bank charges
                              
                              
                              3,269
                              
                              
                              
                              6,388Overhead paid to a related
      party
                              
                              
                              57,623
                              
                              
                              
                              29,000General and
      administrative
                              
                              
                              2,034
                              
                              
                              
                              -Professional
      fees
                              
                              
                              13,602
                              
                              
                              
                              2,500111,028
                              
                              
                              
                              72,388NET
      (LOSS) EARNINGS
                              
                              $
                              (38,559
                              )
                              
                              $
                              44,058
 
 
 -1-
 
 
 Comparison
of Results of Operations for the Three Months Ended January 31, 2009 Compared to
the Three Months Ended January 31, 2008
 
 Total
Revenues
 
 We had
revenues of $72,469 for the three months ended January 31, 2009 and $116,446 for
the three months ended January 31, 2008.   The decrease was
primarily due to the current economic conditions where it became necessary to
renegotiate the commission rates earned, from related third parties, from 5% for
the three months ended January 31, 2008 to 2.5% for the three months ended
January 31, 2009.
 
 Expenses
 
 Total
expenses for the three months ended January 31, 2009 were $111,028 as compared
to $72,388 for the same period ended January 31, 2008. The increase in expenses
was due primarily to higher overhead paid to a related party and higher
professional fees.
 
 Net
(Loss) Earnings
 
 Net
(loss) earnings were $(38,559) for the three months ended January 31, 2009,
compared to $44,058 for the same period ended January 31, 2008.
  Capital Resources and
Liquidity
  As of
January 31, 2009, we had working capital of approximately $(57,550). It is the
intent of management and significant stockholders, if necessary, to provide
sufficient working capital necessary to support and preserve the viability of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future
funding.
  As set
forth in the notes to the financial statements, our independent auditors have
expressed substantial doubt about our ability to continue as a going concern
because we have no viable operations or significant assets and we are dependent
upon significant shareholders to provide sufficient working capital to maintain
the solvency of the corporate entity.
 
 We are
still in the process of developing and implementing our business plan and
raising additional capital. As such, we are considered to be a development stage
company. Management believes that actions presently being taken to obtain
additional funding and implement its business plan provide the opportunity for
us to continue as a going concern.
  We
believe we can satisfy our cash requirements for the next twelve months with our
current cash, receivables and expected revenues from our current contracts to
provide broker representation and services. The term of the contacts are five
(5) consecutive one year periods automatically renewed unless terminated with 60
days notice prior to each anniversary.  Each contract provides for an
exclusive brokerage of a specific product or territory, provided by the Company.
Henya receives 5% of net receipts plus reimbursement of any authorized
expenditures in each of their contracts. In August 2008, Foodfest renegotiated
the rate down to 2.5%.  Management is confident that based on the
current sales performance of the products and companies Henya represents that
sufficient cash flow is available to satisfy the cash requirements. The Company
will attempt to raise additional financing for working capital to support sales
and marketing efforts in other regions. However, completion of our plan of
operation is subject to attaining adequate revenue. We cannot assure investors
that adequate revenues will be generated. In the absence of our projected
revenues, we may be unable to proceed with our plan of operations. Even without
significant revenues within the next twelve months, we still anticipate being
able to continue with our present activities, but we may require financing to
potentially achieve our goals of profit, revenue and growth.
  We
anticipate that our operational as well as general and administrative expenses
for the next twelve months will total $433,000 for the following
expenses:
  Management
      Fees
                  
                  $
                  120,000Trade
      Show Expenses
                  
                  $
                  30,000Web
      Development and entertainment costs
                  
                  $
                  20,000Overhead
      paid to a related party
                  
                  $
                  225,000Finance
                  
                  $
                  20,000Occupancy
      Cost
                  
                  $
                  18,000
  Management
fees of $5,000 per month will be allocated to each of Henry Ender and Fred
Farnden.  Henry Ender manages sales and product
development.  Fred Farnden manages accounting, reporting, costing,
labeling, customs, and logistics.  The Company has budgeted $30,000
for expenses to attend trade shows in North America, Europe, and Israel to
source new products and meet new principals in order to facilitate the expansion
of the Company’s core business.  In this regard, Henya currently
represents the following companies as food brokers:  Foodfest
International 2000 Inc. (Concord, Ontario), Coastal Water Seafood Ltd.
(Vancouver, British Columbia) and Bandana Bandito (Antioch,
Illinois).  The Company has also allocated $20,000 for web development
to promote its services in addition to an allowance for entertainment costs
associated with new client development.
   -2-
 
 During
the quarter ended 31 January, 2009, we received commission income from related
companies controlled by our
directors totaling $72,029. Management has agreed to defer
collection of these amounts for a period of up to one year from date of
invoicing.  Due to the fact that we are related to these customers and
management is aware of their financial stability, there is no concern of
collectibility.
  We do not
anticipate the purchase or sale of any significant equipment. We also do not
expect any significant changes in the number of employees although depending on
if financing is raised we may add additional representatives. We do not intend
to increase our staff until such time as we can raise the capital or generate
revenues to support the increase in overhead expense. At this time we have not
entered into any agreements or negotiations with a sales and marketing entity to
undertake marketing for us. The foregoing represents our best estimate of our
cash needs based on current planning and business conditions. The exact
allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and status of our business plan.
  In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we would then not be able to proceed with our
business plan for the development and marketing of our core services. Should
this occur, we would likely seek additional financing to support the continued
operation of our business. We anticipate that depending on market conditions and
our plan of operations, we would incur operating losses in the foreseeable
future. We base this expectation, in part, on the fact that we may not be able
to generate enough gross profit from our consulting services to cover our
operating expenses.
 
 CRITICAL ACCOUNTING
PRONOUNCEMENTS
 
 Our
significant accounting policies are summarized in Note 5 of our financial
statements included in our report on Form 10-K for the year ended October 31,
2008. We prepare our financial statements in conformity with U.S. GAAP, which
requires our management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities on the date of the financial statements and the reported amounts of
revenues and expenses during the financial reporting period. Since the use of
estimates is an integral component of the financial reporting process, actual
results could differ from those estimates. Some of our accounting policies
require higher degrees of judgment than others in their application. We consider
the policies discussed below to be critical to an understanding of our financial
statements as their application places the most significant demands on our
management’s judgment.
  Off-Balance Sheet
Arrangements
  We do not
have any outstanding derivative financial instruments, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. We do
not engage in trading activities involving non-exchange traded
contracts.
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 Not
applicable because we are a smaller reporting company.
 
 Item
4T.  Controls and Procedures
 
 Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Changes in internal
controls
 
 There
were no changes in our internal controls over financial reporting that occurred
during the quarter ended January 31, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
  -3-
 
  PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  Currently
we are not aware of any litigation pending or threatened by or against the
Company.
 
 Item
1A. Risk Factors
 
 None
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  None.
  Item
3. Defaults Upon Senior Securities.
  None
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (a)           Exhibits
  31.1
Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes
Oxley Act of 2002
  31.2
Certifications of Chief Financial Officer pursuant to Section 302 of
Sarbanes Oxley Act of 2002
  32.1
Certifications of Chief Executive Officer pursuant to Section 906 of Sarbanes
Oxley Act of 2002
  32.2
Certifications of Chief Financial Officer pursuant to Section 906 of
Sarbanes Oxley Act of 2002
 
 (b)          Reports
of Form 8-K
  None.
  -4-
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  Signature
                        
                        Title
                        
                        Date/s/
      Henry Ender
                        
                        Chief
      Executive Officer
                        
                        March
      17, 2009Henry
      Ender/s/
      Fred Farnden
                        
                        Chief
      Financial Officer
                        
                        March
      17, 2009Fred
      Farnden