---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

**FORM 10-QSB**

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File No. 000-52667

SOMBRIO CAPITAL CORP.(Exact name of small business issuer as specified in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

1566 Burrill Avenue, North Vancouver, British Columbia
Canada V7K 1L9(Address of principal executive offices)

604.312.3353(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 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 past 90 days. Yes
[X]   No [ ]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes [  
]   No [   ]

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: As of June
17, 2008, there were 7,187,498shares of common stock, par value
$0.001, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes
[   ]   No [X]

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- 2 -

PART I - FINANCIAL INFORMATION

ITEM
1.           FINANCIAL
STATEMENTS

---







SOMBRIO CAPITAL CORP.(An
    Exploration Stage Company)

SECOND QUARTER FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

---

SOMBRIO CAPITAL CORP.(An
    Exploration Stage Company)

BALANCE SHEETS(Unaudited) 
    (Stated in U.S. Dollars)

|                                                               |   | APRIL 30 |   |   | OCTOBER
      31 |  
|-------------------------------------------------------------- | - | -------- | - | - | ---------------- | -
|                                                               |   | 2008     |   |   | 2007             |  
|                                                               |   |          |   |   |                  |  
|ASSETS                                                         |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Current                                                        |   |          |   |   |                  |  
|Cash                                                           | $ | 20,290   |   | $ | 45,344           |  
|Prepaid
      expenses                                         |   | 3,047    |   |   | 8,750            |  
|                                                               |   | 23,337   |   |   | 54,094           |  
|                                                               |   |          |   |   |                  |  
|Mineral Property Acquisition Costs                             |   | 3,596    |   |   | 3,596            |  
|                                                               |   |          |   |   |                  |  
|                                                               | $ | 26,933   |   | $ | 57,690           |  
|                                                               |   |          |   |   |                  |  
|LIABILITIES                                                    |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Current                                                        |   |          |   |   |                  |  
|Accounts
      payable and accrued liabilities                 | $ | 7,143    |   | $ | 3,052            |  
|                                                               |   |          |   |   |                  |  
|SHAREHOLDERS EQUITY                                           |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Share Capital                                                  |   |          |   |   |                  |  
|Authorized:                                                    |   |          |   |   |                  |  
|100,000,000 common voting stock with a par
      value of      |   |          |   |   |                  |  
|$0.001 per share                                               |   |          |   |   |                  |  
|5,000,000 preferred stock
      with a par value of $0.001 per |   |          |   |   |                  |  
|share                                                          |   |          |   |   |                  |  
|Issued:                                                        |   |          |   |   |                  |  
|7,187,498 common shares outstanding as at April 30, 2008       |   |          |   |   |                  |  
|and October 31, 2007                                           |   | 7,188    |   |   | 7,188            |  
|                                                               |   |          |   |   |                  |  
|Additional Paid In Capital                                     |   | 116,122  |   |   | 116,122          |  
|Accumulated Other Comprehensive Loss                           |   | 447      |   |   | 700              |  
|Accumulated Deficit During The
      Exploration Stage         |   | (103,967 | ) |   | (69,372          | )
|                                                               |   | 19,790   |   |   | 54,638           |  
|                                                               |   |          |   |   |                  |  
|                                                               | $ | 26,933   |   | $ | 57,690           |  

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

F-2

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SOMBRIO CAPITAL CORP.(An
    Exploration Stage Company)

STATEMENT OF OPERATIONS(Unaudited) 
    (Stated in U.S. Dollars)

CUMULATIVEPERIOD FROMINCEPTIONMARCH 31THREE MONTHS ENDED
      
      
      SIX MONTHS ENDED
      
      
      2006 TOAPRIL 30
      
      
      APRIL 30
      
      
      APRIL 302008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesExploration expenses
      
      2,638
      
      
      -
      
      
      2,638
      
      
      3,142
      
      
      16,244Filing
        fees
      
      1,153
      
      
      -
      
      
      1,304
      
      
      -
      
      
      4,522General and administrative
      
      369
      
      
      145
      
      
      576
      
      
      263
      
      
      6,452Professional
        fees
      
      9,702
      
      
      7,900
      
      
      20,538
      
      
      12,658
      
      
      59,238Transfer agent fees
      
      5,788
      
      
      -
      
      
      9,538
      
      
      -
      
      
      17,511Net Loss For The Period
      $
      (19,650
      )
      $
      (8,045
      )
      $
      (34,594
      )
      $
      (16,063
      )
      $
      (103,967
      )Basic And Diluted Loss PerShare
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )Weighted Average NumberOf Common SharesOutstanding
      
      7,187,498
      
      
      7,180,756
      
      
      7,187,498
      
      
      7,039,075


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

F-3

---

STATEMENT OF COMPREHENSIVE LOSS(Unaudited) 
    (Stated in U.S. Dollars)

CUMULATIVEPERIOD FROMINCEPTIONMARCH 31THREE MONTHS ENDED
      
      
      SIX MONTHS ENDED
      
      
      2006 TOAPRIL 30
      
      
      APRIL 30
      
      
      APRIL 302008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Other Comprehensive LossNet loss for the period
      $
      (19,650
      )
      $
      (8,045
      )
      $
      (34,594
      )
      $
      (16,063
      )
      $
      (103,967
      )Foreign
        currency translationadjustment
      
      (53
      )
      
      259
      
      
      (253
      )
      
      (469
      )
      
      447Total Comprehensive Loss
      $
      (19,703
      )
      $
      (7,786
      )
      $
      (34,847
      )
      $
      (16,532
      )
      $
      (103,520
      )


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

F-4

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SOMBRIO CAPITAL CORP.(An
    Exploration Stage Company)

STATEMENT OF CASH FLOWS(Unaudited) 
    (Stated in U.S. Dollars)

|                                            |   |                  |   |   |          |   |   | CUMULATIVE  |  
|------------------------------------------- | - | ---------------- | - | - | -------- | - | - | ----------- | -
|                                            |   |                  |   |   |          |   |   | PERIOD FROM |  
|                                            |   |                  |   |   |          |   |   | INCEPTION   |  
|                                            |   |                  |   |   |          |   |   | MARCH 31    |  
|                                            |   | SIX MONTHS ENDED |   |   | 2006 TO  |  
|                                            |   | APRIL 30         |   |   | APRIL 30 |  
|                                            |   | 2008             |   |   | 2007     |   |   | 2008        |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash (Used In) Operating Activities         |   |                  |   |   |          |   |   |             |  
|Net loss for the period                     | $ | (34,594          | ) | $ | (16,063  | ) | $ | (103,967    | )
|Changes in
      non-cash operating working |   |                  |   |   |          |   |   |             |  
|capital
      items:                        |   |                  |   |   |          |   |   |             |  
|Accounts payable and accrued liabilities    |   | 4,090            |   |   | (5,752   | ) |   | 7,143       |  
|Prepaid expenses                            |   | 5,703            |   |   | -        |   |   | (3,047      | )
|                                            |   | (24,801          | ) |   | (21,815  | ) |   | (99,871     | )
|                                            |   |                  |   |   |          |   |   |             |  
|Cash Provided By Investing Activity         |   |                  |   |   |          |   |   |             |  
|Mineral property acquisition
      costs    |   | -                |   |   | -        |   |   | (3,596      | )
|                                            |   |                  |   |   |          |   |   |             |  
|Cash Provided By Financing Activity         |   |                  |   |   |          |   |   |             |  
|Issuance
      of common stock              |   | -                |   |   | 42,650   |   |   | 123,310     |  
|                                            |   |                  |   |   |          |   |   |             |  
|Foreign Exchange Effect On Cash             |   | (253             | ) |   | (470     | ) |   | 447         |  
|                                            |   |                  |   |   |          |   |   |             |  
|Increase In Cash                            |   | (25,054          | ) |   | 20,365   |   |   | 20,290      |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash, Beginning Of Period                   |   | 45,344           |   |   | 74,684   |   |   | -           |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash, End Of Period                         | $ | 20,290           |   | $ | 95,049   |   | $ | 20,290      |  
|                                            |   |                  |   |   |          |   |   |             |  
|Supplemental Disclosure Of Cash Flow        |   |                  |   |   |          |   |   |             |  
|Information                                 |   |                  |   |   |          |   |   |             |  
|Cash paid
      during the period for:      |   |                  |   |   |          |   |   |             |  
|Interest                                    | $ | 24               |   | $ | -        |   | $ | -           |  
|Income taxes                                | $ | -                |   | $ | -        |   | $ | -           |  

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

F-5

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SOMBRIO CAPITAL CORP.(An
    Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF
      OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The unaudited financial information furnished herein
      reflects all adjustments which, in the opinion of management, are
      necessary to fairly state the Companys financial position and the results
      of its operations for the periods presented. These second quarter
      financial statements should be read in conjunction with the Companys
      financial statements and notes thereto included in the Companys October
      31, 2007 Form 10-KSB. The Company assumes that the users of the interim
      financial information herein have read, or have access to, the audited
      financial statements for the preceding period, and that the adequacy of
      additional disclosure needed for a fair presentation may be determined in
      that context. Accordingly, footnote disclosures, which would substantially
      duplicate the disclosures contained in the Companys October 31, 2007
      financial statements, have been omitted. The results of operations for the
      six month period ended April 30, 2008 are not necessarily indicative of
      results for the entire year ending October 31, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Sombrio Capital Corp. (the Company) was incorporated in
      the State of Nevada, U.S.A., on March 31, 2006. The Companys principal
      executive offices are in Vancouver, British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. The Company was formed for the purpose of acquiring
      exploration and development stage natural resource properties. The Company
      has not commenced business operations. The Company is an exploration stage
      company as defined in the Securities and Exchange Commission (S.E.C.)
      Industry Guide No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | As shown in the accompanying financial statements, the
      Company has incurred a net loss of $103,967 for the period from March 31,
      2006 (inception) to April 30, 2008, and has no sales. The future of the
      Company is dependent upon its ability to obtain financing and upon future
      profitable operations from the development of its natural resource
      properties. Management has plans to seek additional capital through a
      private placement and public offering of its common stock. The financial
      statements do not include any adjustments relating to the recoverability
      and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the
      Company cannot continue in existence.                                                                                                                                                                                                                                                                                                                                             



F-6

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future
      events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | The financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                

F-7

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           

F-8

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           

F-9

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                              
|   | h)                                                                                                                                                                                                           
|   |                                                                                                                                                                                                              
|   |                                                                                                                                                                                                              
|3. | MINERAL PROPERTY                                                                                                                                                                                             
|   |                                                                                                                                                                                                              
|   | During the period ended October 31, 2006, the Company paid $3,596 (CDN$4,000) to acquire an undivided 100% interest in a mineral claim known as the Lincoln 1, located in the Province of British Columbia.
|   |                                                                                                                                                                                                              
|4. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                      
|   |                                                                                                                                                                                                              
|   | The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters.                                          



F-10

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- 3 -

ITEM
2.           MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This quarterly report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risks &
Uncertainties and the risks set out below, any of which may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

---

- 4 -

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
"common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our",
and "Sombrio" mean Sombrio Capital Corp., unless the context clearly requires
otherwise.

General

We were incorporated as Sombrio Capital Corp. under the laws of
Nevada on March 31, 2006. We are an exploration stage company engaged in the
acquisition and exploration of mineral properties. We are the owner of the
Lincoln 1 mineral claim which is located in the Kamloops Mining Division of the
Province of British Columbia, Canada.

Our plan of operation is to continue to carry out preliminary
exploration work on our Lincoln 1 mineral claim in order to ascertain whether
our mineral claim warrants advanced exploration to determine whether they
possess commercially exploitable deposits of gold. We will not be able to
determine whether or not our mineral claim contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work concludes economic viability.

We have no revenues, have losses since inception, have been
issued a going concern opinion by our auditors and rely upon the sale of our
securities to fund operations. We will not generate revenues even if our
exploration program indicates that a mineral deposit may exist on our mineral
claims. Accordingly, we will be dependent on future additional financing in
order to maintain our operations and continue our exploration activities.

Lincoln 1 Mineral Claim

We acquired the Lincoln 1 mineral claim from Laurence
Sookochoff in consideration for the purchase price of CDN$4,000 pursuant to a Bill
of Sale dated June 29, 2006. The Lincoln 1 mineral claim is comprised of 16
cells totaling 810 acres (328 hectares) located within the Kamloops Mining
Division in the Province of British Columbia, Canada.

Recent Corporate Developments

Since the completion of our last quarter ended January 31, 2008,
  we experienced the following significant corporate developments:

|1. | In May, 2008, the Company received a geological report
      detailing the results of Phase IIIa of its planned exploration program on
      the Lincoln 1 mineral claim. The exploration program was successful in
      that a new zone of potential mineralization was discovered proximate to
      the 2006 sample area and the Admiral Dewey mineral showing. The 2006 ample
      results disclosed weak surficial copper mineralization correlating with
      weak copper mineralization at depth revealed by historically reported
      drill core assays. Sample results from the new showing returned higher
      than average copper values from previous and historical assays. The
      geologist recommended that the new showing area should be the focus of
      future exploration on the Lincoln 1 mineral claim. Based on the results
      of the exploration, management determined to proceed with Phase IIIb,
      consisting of detailed field examination of potential exploration sites
      including localized
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 5 -

geophysical surveys, is expected to be
completed during the Companys third fiscal quarter subject to the availability
of our consulting geologist and receipt of additional financing.

Plan of Operation

We estimate that our total expenditures over the next 12 months
will be approximately $28,600. Our plan of operation for the next 12 months is
to complete the following objectives:

|1. | We have determined to proceed with the second stage of
      the third phase of the recommended exploration program on our Lincoln 1
      mineral claims based on the geological report received by us on the third
      phase of the exploration program. Phase IIIb will consist of a detailed
      field examination of potential exploration sites including localized
      geophysical surveys and is estimated to cost approximately $5,000. We
      expected to complete Phase IIIb during our third fiscal quarter subject to
      the availability of our consulting geologist and receipt of additional
      financing.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | If warranted by the results of phase three, we intend to
      proceed with phase four of our recommended exploration program. Phase four
      is estimated to cost $18,000 and will be comprised of a test diamond
      drilling program. We anticipate that we will have sufficient funding in
      order to conduct the phase four drilling program.                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | We anticipate spending approximately $300 in ongoing
      general and administrative expenses per month for the next 12 months, for
      a total anticipated expenditure of $3,600 over the next 12 months. The
      general and administrative expenses for the year will consist primarily of
      professional fees for the audit and legal work relating to our regulatory
      filings throughout the year, as well as transfer agent fees, annual
      mineral claim fees and general office expenses.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | We anticipate spending approximately $20,000 in complying
      with our obligations as a reporting company under the Securities
      Exchange Act of 1934. These expenses will consist primarily of
      professional fees relating to the preparation of our financial statements
      and completing our annual report, quarterly report, current report and
      proxy statement filings with the Securities and Exchange
  Commission.                                                                                                                                                                                         

Anticipated Cash Requirements

As at April 30, 2008, we had cash reserves of $20,290 and
working capital of $19,790. Based on current cash reserves we have sufficient
funds to meet our anticipated expenditures for at least the next nine months.
During the 12 month period ending April 30, 2009, we anticipate that we will not
generate any revenue and our estimated expenses are $28,600. Accordingly, we
will be required to obtain additional financing in order to continue our plan of
operation. We believe that debt financing will not be an alternative for funding
additional phases of exploration as we do not have tangible assets to secure any
debt financing. We anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. However, we do not have any
financing arranged and we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund phase three of our exploration program. In the absence of such financing,
we will not be able to continue exploration of our mineral claims and our
business plan will fail. Even if we are successful in obtaining equity financing
to fund phase three of our exploration program, there is no assurance that we
will obtain the funding necessary to pursue any advanced exploration of our
mineral claims following the completion of phase three. If we do not continue to
obtain additional financing, we will be forced to abandon our mineral claims and
our plan of operations.

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- 6 -

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three month
and six month periods ended April 30, 2008 which are included herein.

Our operating results for the three and six month periods ended
April 30, 2008 and April 30, 2007 are summarized as follows:

Three and Six Months Summary

|         |   | Three Months Ended |   |   | Six Months Ended |  
|-------- | - | ------------------ | - | - | ---------------- | -
|         |   | April
      30,    |   |   | April
      30,  |  
|         |   | 2008               |   |   | 2007             |  
|Revenue  | $ | -                  |   | $ | -                |  
|Expenses |   | 19,650             |   |   | 8,045            |  
|Net Loss | $ | (19,650            | ) | $ | (8,045           | )

Revenues

We are presently in the exploration stage of our business, have
not earned any revenues to date, and do not anticipate earning revenues until
such time as we enter into commercial production of our claims under joint
venture or other mineral properties we may acquire from time to
time.

Expenses

Our expenses for the three and six month periods ended April
31, 2008 and 2007 are outlined in the table below:

|                           |   | Three Months Ended |  |   | Six Months Ended | 
|-------------------------- | - | ------------------ |  | - | ---------------- | 
|                           |   | April
      30     |  |   | April
      30   | 
|                           |   | 2008               |  |   | 2007             | 
|Exploration Expenses       | $ | 2,638              |  | $ | -                | 
|Filing Fees                |   | 1,153              |  |   | -                | 
|General and Administrative |   | 369                |  |   | 145              | 
|Professional Fees          |   | 9,702              |  |   | 7,900            | 
|Transfer Agent Fees        |   | 5,788              |  |   | -                | 
|Total Expenses             | $ | 19,650             |  | $ | 8,045            | 

General and Administrative

The increase in our general and administrative expenses for the
three and six month periods ended April 30, 2008 compared to April 30, 2007 was
due primarily to an increase in our professional fees associated with preparing
and filing our periodic reports pursuant to our reporting obligations under the
Securities Exchange Act of 1934.

Professional Fees

The increase in professional fees for the three and six month
periods ended April 30, 2008 compared to April 30, 2007 was due to additional
compliance costs incurred in connection with our reporting obligations under the
Securities Exchange Act of 1934.

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- 7 -

Liquidity and Capital Resources

Working Capital

|                    |   |                |  |   |                  |  |  | Percentage |  
|------------------- | - | -------------- |  | - | ---------------- |  |  | ---------- | -
|                    |   | As at          |  |   | As at            |  |  | Increase / |  
|                    |   | April 30, 2008 |  |   | October 31, 2007 |  |  | (Decrease) |  
|Current Assets      | $ | 23,337         |  | $ | 54,094           |  |  | (56.8%     | )
|Current Liabilities | $ | 7,143          |  | $ | 3,052            |  |  | 134%       |  
|Working Capital     | $ | 16,194         |  | $ | 51,042           |  |  | (68.3%     | )

|Cash Flows                              |   |                  |   |   |                  |   |  |            |  
|--------------------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | -
|                                        |   | Six Month Period |   |   | Six Month Period |   |  | Percentage |  
|                                        |   | Ended            |   |   | Ended            |   |  | Increase / |  
|                                        |   | April 30, 2008   |   |   | April 30, 2007   |   |  | (Decrease) |  
|Cash used in Operating
      Activities | $ | (24,801          | ) | $ | (21,815          | ) |  | 13.7 %     |  
|Cash provided by Investing              | $ | -                |   | $ | -                |   |  | -          |  
|Activities                              |   |                  |   |   |                  |   |  |            |  
|Cash provided by Financing              | $ | -                |   | $ | 42,650           |   |  | (100%      | )
|Activities                              |   |                  |   |   |                  |   |  |            |  
|Foreign Exchange Effect on Cash         | $ | (253             | ) | $ | (470             | ) |  | (46.2%     | )
|Net Increase (Decrease) in
      Cash   | $ | (25,054          | ) | $ | 20,365           |   |  | (223%      | )

As at April 30, 2008, we had cash reserves of $20,290 and
working capital of $19,790. Based on current cash reserves we have sufficient
funds to meet our anticipated expenditures for at least the next nine months.
During the 12 month period ending April 30, 2009, we anticipate that we will not
generate any revenue and our estimated expenses are $28,600. Accordingly, we
will be required to obtain additional financing in order to continue our plan of
operation.

Cash Used In Operating Activities

We used cash in operating activities in the amount of ($24,801)
during the six months ended April 30, 2008 and ($21,815) during the six months
ended April 30, 2007. Cash used in operating activities during the period ended
April 30, 2008 was funded by cash from financing activities in 2007.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three and six month periods ended April 30, 2008.

Cash from Financing Activities

We generated no cash from financing activities during the three
and six month periods ended April 30, 2008.

Going Concern

As shown in the accompanying financial statements, we have
incurred a net loss of $103,967 for the period from March 31, 2006 (inception)
to April 30, 2008, and have no sales. Our future is dependent upon our ability
to obtain financing and upon future profitable operations from the development
of our natural resource properties. Management has plans to seek additional
capital through a private placement and public offering of the Companys common
stock. The financial statements do not include any

---

- 8 -

adjustments relating to the recoverability and classification
of recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event we cannot continue in existence.

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. Although we estimate that we have sufficient funds for planned
operations for at least the next nine months, we will be required to raise
additional funds for operations after that date. These financial statements do
not include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
our company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant 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 are
material to stockholders.

Risks and Uncertainties

If we do not obtain additional financing, our business plan
will fail.

Our current operating funds are estimated to be sufficient to
complete the initial four phases of preliminary exploration of our mineral
claims, however, we will need to obtain additional financing in order to
complete our business plan. As of April 30, 2008, we had cash on hand of $20,290
and working capital of $19,790. Our business plan calls for significant expenses
in connection with the exploration of our mineral claims. We will require
additional financing in order to complete phase five of the recommended
exploration program. We currently do not have any arrangements for financing and
we may not be able to obtain financing when required. Obtaining additional
financing would be subject to a number of factors, including the market price of
gold and other base metals. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.

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- 9 -

If we are unable to maintain our interest in the Lincoln 1
mineral claim, then we will lose our interest in this mineral claim and our
business will fail.

Our mineral properties consist of our interest in the Lincoln 1
mineral claim. British Columbia law requires that a holder of title to mineral
claims must spend at least CDN$4 per hectare per year in order to keep the
property in good standing. The annual cost of compliance with the Mineral Tenure
Act with respect to our Lincoln 1 mineral claim is presently approximately
CDN$1,312 (equivalent to $1,285 based on an exchange rate of CDN$0.98 to $1.00
as of June 17, 2008) per year. The Lincoln 1 mineral claim is in good standing
with the Province of British Columbia until July 17, 2008, therefore exploration
work with a minimum value of $1,285 for the property is required before the 17th
of every July. If we do not complete this minimum amount of exploration work by
July 17, 2008, we will be required to pay a fee in lieu of exploration work in
the amount of CDN$4 per hectare, or $1,285 in total, to the Province of British
Columbia. If we fail to make any of the required payments, we would lose our
interest in the Lincoln 1 mineral claim and you could lose all or part of your
investment.

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

We have only commenced the initial stages of exploration of our
mineral claims, and thus have no way to evaluate the likelihood whether we will
be able to operate our business successfully. We were incorporated on March 31,
2006, and to date have been involved primarily in organizational activities and
evaluating our resource project. We have not earned any
revenues and have not achieved profitability as of the date of this quarterly
report. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration and additional costs and expenses
that may exceed current estimates. We have no history upon which to base any
assumption as to the likelihood that our business will prove successful, and we
can provide no assurance to investors that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will likely fail and you will lose your
entire investment.

Because we do not have any revenues, we expect to incur
operating losses for the foreseeable future.

We have never earned revenues and we have never been
profitable. Prior to completing exploration on the mineral property, we
anticipate that we will incur increased operating expenses without realizing any
revenues. We therefore expect to incur significant losses into the foreseeable
future. If we are unable to generate financing to continue the exploration of
our mineral claims, we will fail and you will lose your entire investment.

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our companys ability to
continue as a going concern.

We have incurred a net loss of $103,967 for the period from
March 31, 2006 (inception) to April 30, 2008, and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claim. These factors
raise substantial doubt that we will be able to continue as a going concern.

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- 10 -

Our financial statements included with this quarterly report
have been prepared assuming that we will continue as a going concern. Our
auditors have made reference to the substantial doubt as to our ability to
continue as a going concern in their audit report on our audited financial
statements for the year ended October 31, 2007. If we are not able to achieve
revenues, then we may not be able to continue as a going concern and our
financial condition and business prospects will be adversely affected.

If our costs of exploration are greater than anticipated,
then we will not be able to complete the exploration program for our Lincoln 1
mineral claim without additional financing, of which there is no assurance that
we would be able to obtain.

We are proceeding with the initial stages of exploration on our
Lincoln 1 mineral claim. We are proceeding to carry out an exploration program
that has been recommended in a geological report that we obtained on the Lincoln
1 mineral claim. This exploration program outlines a budget for completion of
the recommended exploration program. However, there is no assurance that our
actual costs will not exceed the budgeted costs. Factors that could cause actual
costs to exceed budgeted costs include increased prices due to competition for
personnel and supplies during the summer exploration season, unanticipated
problems in completing the exploration program and delays experienced in
completing the exploration program. Increases in exploration costs could result
in us not being able to carry out our exploration program without additional
financing. There is no assurance that we would be able to obtain additional
financing in this event.

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.

We are in the initial stages of exploration of our mineral
claim, and thus have no way to evaluate the likelihood that we will be
successful in establishing commercially exploitable reserves of gold or other
valuable minerals on our mineral claims. Potential investors should be aware of
the difficulties normally encountered by new mineral exploration companies and
the high rate of failure of such enterprises. The search for valuable minerals
as a business is extremely risky. We may not find commercially exploitable
reserves of gold or copper in our mineral claim. Exploration for minerals is a
speculative venture necessarily involving substantial risk. The expenditures to
be made by us on our exploration program may not result in the discovery of
commercial quantities of ore. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Lincoln 1 mineral claim, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment.

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- 11 -

If we discover commercial reserves of precious metals on our
mineral property, we can provide no assurance that we will be able to
successfully advance the mineral claims into commercial production.

Our mineral property does not contain any known bodies of ore.
If our exploration programs are successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
mineral claims into commercial production. In such an event, we may be unable to
obtain any such funds, or to obtain such funds on terms that we consider
economically feasible, and you may lose your entire investment.

Because access to our mineral claims is often restricted by
inclement weather, we will be delayed in our exploration and any future mining
efforts.

Access to the mineral claims is restricted to the period
between May and October of each year due to snow and storms in the area. As a
result, any attempts to visit, test or explore the property are largely limited
to the few months out of the year when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
in mining and production in the event that commercial amounts of minerals are
found. Such delays can result in our failure to meet deadlines for exploration
expenditures by October 31 of each year as required by the Province of British
Columbia. This will cause our business venture to fail and the loss of your
entire investment in our company unless we can meet deadlines.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated time and cost of our exploration program.

There are several governmental regulations that materially
restrict the exploration of minerals. We will be subject to the mining laws and
regulations of the Province of British Columbia as we carry out our exploration
program. We may be required to obtain work permits, post bonds and perform
remediation work for any physical disturbance to the land in order to comply
with these regulations. While our planned exploration program budgets for
regulatory compliance, there is a risk that new regulations could increase our
time and costs of doing business and prevent us from carrying out our
exploration program. In addition, environmental assessments of proposed projects
carry a heightened degree of responsibility for us and our directors, officers
and employees. The cost of compliance with changes in governmental regulations
could have an adverse effect on our financial condition. Furthermore,
environmental hazards may exist on the property underlying our optioned mineral
claims that are currently unknown to us. We may be liable for losses associated
with such hazards, or may be forced to undertake extensive remedial cleanup
action or to pay for governmental remedial cleanup actions, even in cases where
such hazards have been caused by previous or existing owners or operators of the
property underlying our optioned mineral claims, or by the past or present
owners of adjacent properties or natural conditions. The costs of such cleanup
actions may have a material adverse effect on our operations and profitability.
Failure to comply with applicable laws, regulations, and permitting requirements
may result in enforcement actions thereunder, including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions. Parties engaged in mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violations of applicable laws or regulations and, in
particular, environmental laws.



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- 12 -

If we do not find a joint venture partner for the continued
development of our mineral claims, we may not be able to advance the exploration
work.

If the initial results of our mineral exploration program are
successful, we may try to enter into a joint venture agreement with a partner
for the further exploration and possible production of our mineral claims. We
would face competition from other junior mineral resource exploration companies
if we attempt to enter into a joint venture agreement with a partner. The
possible partner could have a limited ability to enter into joint venture
agreements with junior exploration programs and will seek the junior exploration
companies who have the properties that they deem to be the most attractive in
terms of potential return and investment cost. In addition, if we entered into a
joint venture agreement, we would likely assign a percentage of our interest in
the mineral claims to the joint venture partner. If we are unable to enter into
a joint venture agreement with a partner, we may fail and you will lose your
entire investment.

Because our executive officer has limited experience in mineral
exploration and does not have formal training specific to the technicalities of
mineral exploration, there is a higher risk that our business will fail.

Our executive officer has limited experience in mineral exploration
and does not have formal training as a geologist or in the technical aspects of
management of a mineral exploration company. As a result of this inexperience,
there is a higher risk of our being unable to complete our business plan for the
exploration of our mineral claims. With no direct training or experience in
these areas, our management may not be fully aware of many of the specific
requirements related to working within this industry. Our decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, the lack of training and
experience of our management in this industry could result in management making
decisions that could result in a reduced likelihood of our being able to locate
commercially exploitable reserves on our mineral claims with the result that we
would not be able to achieve revenues or raise further financing to continue
exploration activities. In addition, we will have to rely on the technical
services of others with expertise in geological exploration in order for us to
carry out our planned exploration program. If we are unable to contract for the
services of such individuals, it will make it difficult and maybe impossible to
pursue our business plan. There is thus a higher risk that our operations,
earnings and ultimate financial success could suffer irreparable harm and our
business will likely fail and you will lose your entire investment.

Because our executive officer has other business interests,
he may not be able or willing to devote a sufficient amount of time to our
business operation, causing our business to fail.

Our executive officer is spending approximately five hours per
week of his business time on providing management services to us. While our
executive officer presently possesses adequate time to attend to our interests,
it is possible that the demands on him from his other obligations could
increase, with the result that he would no longer be able to devote sufficient
time to the management of our business. This could negatively impact our
business development.

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- 13 -

Because of the fiercely competitive nature of the mining
industry, we may be unable to maintain or acquire attractive mining properties
on acceptable terms which will materially affect our financial
condition.

The mining industry is competitive in all of its phases. We
face strong competition from other mining companies in connection with the
acquisition of properties producing, or capable of producing, precious and base
metals. Many of these companies have greater financial resources, operational
experience and technical capabilities. As a result of this competition, we may
be unable to maintain or acquire attractive mining properties on terms we
consider acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We have not paid any dividends and do not foresee paying
dividends in the future.

Payment of dividends on our common stock is within the
discretion of the board of directors and will depend upon our future earnings,
our capital requirements, financial condition and other relevant factors. We
have no plan to declare any dividends in the foreseeable future.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations

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- 14 -

of these rules, the Financial Industry Regulatory Authority
believes that there is a high probability that speculative low-priced securities
will not be suitable for at least some customers. The National Association of
Securities Dealers requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

ITEM
3.           CONTROLS AND
PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at April 30, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our chief executive
officer and our chief financial officer. Based on this evaluation, our chief
executive officer and our chief financial officer have concluded that the design
and operation of our disclosure controls and procedures are effective as at the
end of the period covered by this report.

There were no changes in our internal control over financial
reporting during the fiscal quarter ended April 30, 2008 that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that 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. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company 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, as
appropriate, to allow timely decisions regarding required disclosure.

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- 15 -

PART II - OTHER INFORMATION

ITEM
1.           LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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.

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- 16 -

ITEM
6.           EXHIBITS

|Exhibit |                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                
|        |                                                                                                                                                                                                            
|3.1     | Articles of
        Incorporation (incorporated by reference from our Form SB-2 Registration
        Statement, filed on May 15, 2007)                                                                     
|        |                                                                                                                                                                                                            
|3.2     | Bylaws (incorporated
        by reference from our Form SB-2 Registration Statement, filed on May 15,
        2007)                                                                                        
|        |                                                                                                                                                                                                            
|3.3     | Amended and
        Restated Bylaws (incorporated by reference from our Quarterly Report on
        Form 10-QSB, filed on July 16, 2007)                                                                   
|        |                                                                                                                                                                                                            
|10.1    | Bill of Sale
        dated June 29, 2006 between Sombrio Capital Corp. And Laurence Sookochoff
        (incorporated by reference from our Form SB-2 Registration Statement,
        filed on May 15, 2007)
|        |                                                                                                                                                                                                            
|14.1    | Code of Ethics
        (incorporated by reference from our Annual Report on Form 10-KSB filed
        on February 13, 2008)                                                                                
|        |                                                                                                                                                                                                            
|16.1    | Letter on change
        in certifying accountant (incorporated by reference from our Current Report
        on Form 8-K, filed on January 24, 2008)                                                       
|        |                                                                                                                                                                                                            
|31.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002                                                             
|        |                                                                                                                                                                                                            
|32.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant Section
        906 Certifications under Sarbanes-Oxley Act of 2002                                                  

* Filed herewith.

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- 17 -

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.

SOMBRIO CAPITAL CORP.

By

/s/ Derek
PageDerek
Page President, Secretary, Treasurer, Chief Executive Officer and Chief
Financial Officer (Principal Executive Officer, Principal Accounting Officer
and Principal Financial Officer)

Date: June 18, 2008

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