UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended July 31, 2008




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from
______to______.




HENYA
FOOD CORP.


(Exact
name of registrant as specified in Charter




Delaware
            
            333-142658
            
            74-3191757(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





26
Kendall St., New Haven, Connecticut  06512


(Address
of Principal Executive Offices)


_______________




(905)
709-4775


(Issuer
Telephone number)


_______________




(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o  No x




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of September 19, 2008: 39,483,684 shares of common stock.













HENYA
FOOD CORP




FORM
10-Q




July
31, 2008




INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE












INDEX TO FINANCIAL STATEMENTS
  
 PageBalance
      Sheets 31 July 2008 (Unaudited) and 31 October 2007
    (Audited)
              F-2Statements
      of Operations for the Nine Months Ended 31 July 2008 (Unaudited), Nine
      Months Ended 31 July 2007 (Unaudited), Three Months Ended 31 July 2008
      (Unaudited), Three Months Ended 31 July 2007 (Unaudited) and for the
      period from inception, 20 September 2006 to 31 July 2008
      (Unaudited)
              F-3
      - F-4Statements
      of Cash Flows for the Nine Months Ended 31 July 2008 (Unaudited), Nine
      Months Ended 31 July 2007 (Unaudited) and for the period from inception,
      20 September 2006 to 31 July 2008 (Unaudited)
              F-5Notes
      to Financial Statements (Unaudited)
              F-6
      - F-9
   
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 BALANCE
SHEETS
 Unaudited
  AS
AT
  31
      July
                2008
                (Unaudited)
              
              
              31
      October
                2007
                (Audited)ASSETSCurrent
      AssetsCash
              
              $
              402
              
              
              $
              2,188Accounts
      receivable due from related parties
              
              
              595,776
              
              
              
              356,603Total
      Current Assets
              
              
              596,178
              
              
              
              358,791Total
      Assets
              
              $
              596,178
              
              
              $
              358,791LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
              
              $
              75,277
              
              
              $
              34,375Accrued liabilities
              
              
              420,000
              
              
              
              330,000Loans
      payable
              
              
              100,000
              
              
              
              112,332Total
      Current Liabilities
              
              
              595,277
              
              
              
              476,707Total
      Liabilities
              
              
              595,277
              
              
              
              476,707Stockholders'
      Equity (Deficit)Capital
      stock
              
              
              39,484
              
              
              
              39,484Additional
      paid-in capital
              
              
              107,800
              
              
              
              107,800Notes
      receivable from stock issued
              
              
              (32,414
              )
              
              
              (31,094
              )Deficit
      accumulated during the development stage
              
              
              (113,969
              )
              
              
              (234,106
              )Total
      Stockholders' Equity (Deficit)
              
              
              901
              
              
              
              (117,916
              )Total
      Liabilities and Stockholders' Equity
              
              $
              596,178
              
              
              $
              358,791
  The
accompanying notes are an integral part to these financial
statements.
  
 F-2
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 Unaudited
 
 For
      the
                Nine
      Months Ended
                31
      July 2008
                (Unaudited)
              
              
              For
      the
                Nine
      Months Ended
                31
      July 2007
                (Unaudited)REVENUECommission
      income from related companies
              
              $
              360,770
              
              
              $
              279,533Commission
      income
              
              
              -
              
              
              
              453Interest on
      notes receivable from shareholders
              
              
              1,320
              
              
              
              1,800362,090
              
              
              
              281,786EXPENSESOfficers and
      directors fees
              
              
              90,000
              
              
              
              270,000Rent
      paid to a related company
              
              
              13,500
              
              
              
              13,500Interest and
      bank charges
              
              
              19,012
              
              
              
              1,390Overhead paid
      to a related party
              
              
              90,191
              
              
              
              -Filing
      fees
              
              
              1,750
              
              
              
              -General
      and administrative
              
              
              -
              
              
              
              96Professional
      fees
              
              
              27,500
              
              
              
              -241,953
              
              
              
              284,986NET
      EARNINGS (LOSS)
              
              $
              120,137
              
              
              $
              (3,200
              )EARNINGS
      (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              $
              0.00
              
              
              $
              0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
    DILUTED
              
              
              39,483,684
              
              
              
              50,116,939
 
 The
accompanying notes are an integral part to these financial
statements.
   F-3
 
 HENYA
FOOD CORP.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 Unaudited
 
 For
      the
                Three
      Months Ended
                31
      July 2008
                (Unaudited)
              
              
              For
      the
                Three
      Months Ended
                31
      July 2007
                (Unaudited)
              
              
              For
      the Period
                from
      Inception, 20 September 2006 to
                31
      July 2008
                (Unaudited)REVENUECommission
      income from related companies
              
              $
              109,624
              
              
              $
              99,282
              
              
              $
              777,302Interest on
      notes receivable from shareholders
              
              
              440
              
              
              
              600
              
              
              
              3,720110,064
              
              
              
              99,882
              
              
              
              781,022EXPENSESOfficers and
      directors fees
              
              
              30,000
              
              
              
              90,000
              
              
              
              420,000Rent
      paid to a related company
              
              
              4,500
              
              
              
              4,500
              
              
              
              31,500Interest and
      bank charges
              
              
              6,190
              
              
              
              1,237
              
              
              
              27,059Overhead paid
      to a related party
              
              
              27,406
              
              
              
              -
              
              
              
              187,246Severance
      expense
              
              
              -
              
              
              
              -
              
              
              
              171,840Filing
      fees
              
              
              100
              
              
              
              -
              
              
              
              1,750General
      and administrative
              
              
              -
              
              
              
              96
              
              
              
              96Professional
      fees
              
              
              2,500
              
              
              
              -
              
              
              
              45,500Consulting
      expenses paid with common stock
              
              
              -
              
              
              
              -
              
              
              
              10,00070,696
              
              
              
              95,833
              
              
              
              894,991NET EARNINGS (LOSS)
              
              $
              39,368
              
              
              $
              4,049
              
              
              $
              (113,969
              )EARNINGS
      (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
      DILUTED
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
              
              
              39,483,684
              
              
              
              50,150,350
              
              
              
              45,835,882
 
 The
accompanying notes are an integral part to these financial
statements.
   F-4
 
 HENYA
FOOD CORP.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 Unaudited
 
 For
      the Nine Months Ended 31 July 2008
                (Unaudited)
              
              
              For
      the Nine Months Ended 31 July 2007
                (Unaudited)
              
              
              For
      the Period from Inception, 20 September 2006 to 31 July 2008
                (Unaudited)CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      earnings (loss)
              
              $
              120,137
              
              
              $
              (3,200
              )
              
              $
              (113,969
              )Adjustment to
      reconcile net earnings to net cash provided by operating
      activitiesIssuance of
      common stock for services
              
              
              -
              
              
              
              -
              
              
              
              10,000Officers
      accrued fees forgiven
              
              
              
              
              
              
              
              
              
              
              107,600Interest on
      notes receivable from stock issued
              
              
              (1,320
              )
              
              
              (1,800
              )
              
              
              (3,080
              )Changes in operating assets and liabilities:Accounts
      receivable due from related parties
              
              
              (239,173
              )
              
              
              (279,737
              )
              
              
              (595,776
              )Accounts
      payable
              
              
              40,902
              
              
              
              (82,500
              )
              
              
              75,277Accrued
      liabilities
              
              
              90,000
              
              
              
              260,982
              
              
              
              420,000CASH FLOWS PROVIDED BY
      (USED IN) OPERATING ACTIVITIES
              
              
              10,546
              
              
              
              (106,255
              )
              
              
              (99,948
              )CASH FLOWS FROM FINANCING
      ACTIVITIESLoans
      payable
              
              
              (12,332
              )
              
              
              25,000
              
              
              
              100,000Proceeds from
      common stock issued
              
              
              -
              
              
              
              150,350
              
              
              
              150,350Proceeds from
      common stock to be issued
              
              
              -
              
              
              
              (67,965
              )
              
              
              -Deferred
      offering costs
              
              
              -
              
              
              
              -
              
              
              
              (150,000
              )CASH FLOWS (USED IN)
      PROVIDED BY FINANCING ACTIVITIES
              
              
              (12,332
              )
              
              
              107,385
              
              
              
              100,350NET (DECREASE) INCREASE IN
      CASH
              
              
              (1,786
              )
              
              
              1,130
              
              
              
              402CASH, BEGINNING OF
      PERIOD
              
              
              2,188
              
              
              
              394
              
              
              
              -CASH, END OF
      PERIOD
              
              $
              402
              
              
              $
              1,524
              
              
              $
              402
 
 
 The
accompanying notes are an integral part to these financial
statements.
 
 
 F-5
   HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JULY 2008
  1.  NATURE OF
      OPERATIONS
  Henya
Food Corp. ("the Company") was incorporated on 20 September 2006 in the State of
Delaware. The Company acts as a sales representative to broker kosher, natural
and organic food products to retailers and distributors throughout Canada and to
kosher retailers and distributors in the United States, Israel, Europe and
Australia.
  2.  BASIS OF
      PRESENTATION
  The
Company has earned limited revenues from limited principal operations and
accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Statement of Financial Accounting
Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures
required by SFAS No. 7 are that the Company's financial statements be identified
as those of a development stage company, and that the statements of operation,
stockholders' equity and cash flows disclose activity since the date of the
Company's inception.
  The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the U.S. for interim
financial information and with the instructions to Form 10-QSB and item 310
under subpart A of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended 31 July 2008 are not necessarily indicative of the results that may be
expected for the year ending 31 October 2008. For further information, refer to
the financial statements and footnotes thereto included in the Company’s annual
report on Form 10-KSB for the year ended 31 October 2007.
  3. 
      GOING CONCERN
  The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has experienced losses from operations
since inception in the amount of $113,969 and has used cash flows from
operations since inception in the amount of $99,948 that raise substantial doubt
as to its ability to continue as a going concern.
  The
Company's ability to continue as a going concern is contingent upon its ability
to obtain the financing and strategic alliances necessary to attain profitable
operations. Management is pursuing various sources of financing and intends to
raise equity financing through a private placement with a private group of
investors in the near future.  In the event the Company is not able to
raise the necessary equity financing from private investors, the shareholders
intend to finance the Company by way of shareholder loans, as needed, until
profitable operations are attained.
  The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
 
  F-6
 
  HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JULY 2008
  4.  RECENT
      ACCOUNTING PRONOUNCEMENTS
  In April
2007, the FASB issued a FASB Statement Position ("FSP") on FASB Interpretation
("FIN") 39-1 ("FIN 39-1") which modifies FIN 39, Offsetting of Amounts relating
to Certain Contracts ("FIN 39"). FIN 39-1 addresses whether a reporting entity
that is party to a master netting arrangement can offset fair value amounts
recognized for the right to reclaim cash collateral (a receivable) or the
obligation to return cash collateral (a payable) against fair value amounts
recognized for derivative instruments that have been offset under the same
master netting arrangement in accordance with FIN 39. Upon adoption of this FASB
Staff Position ("FSP"), a reporting entity shall be permitted to change its
accounting policy to offset or not offset fair value amounts recognized for
derivative instruments under master netting arrangements. The guidance in this
FSP is effective for fiscal years beginning after November 15, 2007. The Company
is currently assessing the potential impact of implementing this
standard.
  In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations ("SFAS
141R"). SFAS 141R establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The guidance will
become effective as of the beginning of the Company’s fiscal year beginning
after December 15, 2008. Management believes the adoption of this pronouncement
will not have a material impact on the Company's consolidated financial
statements.
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51 ("SFAS 160"). SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective as of the beginning of the Company’s fiscal year
beginning after December 15, 2008. Management believes the adoption of this
pronouncement will not have a material impact on the Company's consolidated
financial statements.
  In
February 2008, FASB issued FASB Staff Position (“FSP”) on SFAS No. 140-3,
Accounting for Transfers of Financial Assets and Repurchase Financing
Transactions (“FSP SFAS 140-3”). The objective of this FSP is to provide
guidance on accounting for a transfer of a financial asset and a repurchase
financing. This FSP presumes that an initial transfer of a financial asset and a
repurchase financing are considered part of the same arrangement (linked
transaction) under SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities” ("SFAS 140"). However, if
certain criteria are met, the initial transfer and repurchase financing shall
not be evaluated as a linked transaction and shall be evaluated separately under
SFAS No. 140. FSP SFAS 140-3 is effective for financial statements issued for
fiscal years beginning after November 15, 2008, and interim periods within these
fiscal years. Earlier application is not permitted. The Company is currently
reviewing the effect, if any; the proposed guidance will have on its financial
statements.
  In
February 2008, FASB issued FSP SFAS No. 157-1, Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13 (“FSP SFAS 157-1”). FSP SFAS 157-1 amends SFAS 157 to exclude
FASB Statement No. 13, Accounting for Leases, and other accounting
pronouncements that address fair value measurements for purposes of lease
classification or measurement under FASB Statement No. 13. However, this scope
exception does not apply to assets acquired and liabilities assumed in a
business combination that are required to be measured at fair value under FASB
Statement No. 141, “Business Combinations”, or FASB Statement No. 141 (revised
2007), "Business Combinations", regardless of whether those assets and
liabilities are related to leases. FSP SFAS 157-1 is effective upon the initial
adoption of SFAS 157.
  In
February 2008, FASB issued FSP SFAS No. 157-2, Effective date of FASB Statement
No. 157 (“FSP SFAS 157-2”). FSP SFAS 157-2 delays the effective date of SFAS No.
157, Fair Value Measurement to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years.
  In March
2008, FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging
Activities - an amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161
changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
SFAS 161 is effective for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently assessing the potential impact that
the adoption of SFAS 161 could have on its financial
statements.
  F-7
 
  HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JULY 2008
  5.  CAPITAL
      STOCK
   Authorized110,000,000
              
              common
      shares, $0.001 par value10,000,000
              
              preferred
      shares, $0.001 par value31 January
                2008
                (Unaudited)
              31
      October
                2007
                (Audited)Issued39,483,684
              
              common
      shares
              $39,484
              $39,484
 
  On 20
September 2006 the Company issued 40,000,000 and 10,000,000 common shares to the
founders of the corporation for consideration of notes receivable and services
rendered respectively. The notes bear interest at 6% per annum and are due
on demand.  The notes receivable from the common stock issued are
presented as a reduction of stockholders’ equity in the Statement of Changes in
Stockholders’ Deficiency.  The stock issued for consulting services
have been valued at the fair market value of the services received by the
Company of $10,000 and are reported in the Statement of Operations under
consulting.  The fair value of services received is the amount that
these individuals have billed to the Company which is based on hourly rates that
these individuals normally charge in providing similar services.
 
 In
October 2006, the Company received proceeds of $67,965 related to common shares
to be issued subsequent to the year end. Offering costs have been recorded as a
reduction of these proceeds bringing the net value of shares to be issued to
Nil. In December 2006, the Company issued 67,965 common shares to these
individuals and related parties.
  In
December 2006, the Company issued 82,385 common shares to various individuals
and related parties for proceeds of $82,385. Of this amount $82,035 was used to
pay for deferred offering costs incurred.
 
 In
October 2007, the Company bought back and cancelled 10,666,666 common shares for
the amount issued of $10,666.
  6.  RELATED PARTY
      TRANSACTIONS
  Related
party transactions are in the normal course of operations and are recorded at
amounts established and agreed between the related parties. Related party
transactions not disclosed elsewhere in these financial statements are as
follows:
  During
the nine months ended 31 July 2008, the Company received commission income from
related companies controlled by directors totalling $360,770 (nine months ended
31 July 2007 - $279,533).
  During
the nine months ended 31 July 2008, the Company accrued fees for the officers
and directors totalling $90,000 (nine months ended 31 July 2008 - $270,000)
which is included in accrued liabilities.
 
 During
the nine months ended 31 July 2008, the Company paid rent to a company
controlled by the directors of the Company totalling $13,500 (nine months ended
31 July 2007 - $13,500).
 
 During
the nine months ended 31 July 2008, the Company paid $90,191 (nine months ended
31 July 2007 - $nil) for overhead expenses incurred on behalf of the Company.
This amount is from the Company’s agreement where it will pay as overhead, 25%
of its revenue to the related company. This allows the Company the use of the
offices, including phone, fax and other office equipment as needed.
  7.  LOANS
      PAYABLE
  In August
2007, the Company borrowed $80,000 from Marvin Silver, a shareholder of the
company, to finance operations. The loan is unsecured, bears interest at an
effective rate of 25% and matures in one year (August 2008).
   F-8
 HENYA
FOOD CORP.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 Unaudited
 31
JULY 2008
  8.  COMMITMENTS
  Beginning
1 November 2006, the Company entered into an agreement with a related company to
rent office space for a period of five years. As at October 2007, $18,000 in
rent has been paid. Rent to be paid is as follows:
  2008
                  $18,0002009
                  $18,0002010
                  $18,0002011
                  $18,000
  On 21
January 2008, the Company entered into a settlement agreement with a former
shareholder of the company whereby, in exchange for the return of 10,666,666
shares on 31 October 2007, the Company agreed to pay $200,000 to the former
shareholder with the following terms;
 
 1)      
This amount is payable one day following a restriction period of one year
from the date the Company’s common stock begins to trade publicly. The funds
will be raised by issuing new common shares in a private placement. As security
for this transaction, the Company has placed 3,000,000 shares of its common
stock in Escrow with a law firm. $200,000 has been accrued for this as severance
expense. The expense has been netted against amounts forgiven by the shareholder
as part of the settlement.
 
 2)        Within
five business days of the Company receiving funds totalling $3,500,000 from a
private placement, the Company will pay a total of $50,000 in final settlement
of all obligations owed to the former shareholder. If the Company does not
receive the funds from a private placement before the end of the restriction
period stated in #1 above, interest at a rate of 5% per annum will accrue on the
outstanding balance from the end of the restriction
period.  Additionally, if the Company does not receive the funds from
a private placement before the end of the restriction period stated in #1 above,
an amount of the shares held in Escrow valued at $50,000 shall be delivered to
the shareholder. $50,000 of accrued management fees remains payable in relation
to this.
   F-9




Item
2.     Management’s Discussion and Analysis
or Plan of Operation




Caution Regarding
Forward-Looking Information





Certain
statements contained herein, including, without limitation, statements
containing the words “believes”, “anticipates”, “expects” and words of similar
import, constitute forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.





Plan of
Operations




Fourth Quarter
2008





We
continue to seek out new opportunities to enter into new broker agreements
representing companies with products focused on Kosher, organic and/or natural
qualities.  We intend to raise an additional $300,000 through debt or
equity financing to support our sales and marketing efforts and hire additional
staff that will assist solely in expanding our broker base and specific
representation in the North American market.




In
addition we will continue to pursue acquisitions or joint ventures with other
brokerage firms, distributors and manufacturers that focus on Kosher, organic
and natural qualities. If we have executed a purchase agreement to acquire such
a business we will work with an investment partner to raise the financing to
consummate the acquisition.





First
Quarter 2009





If we
have not completed the financing transaction during the last quarter we intend
to close on such additional financing for working capital and corporate
overhead. We will also continue to search for key personnel that will expand our
current service offerings and capabilities by introducing new products resulting
from new broker agreements or from opportunities arising from potential
acquisitions or joint ventures.





We also
intend to actively pursue and recruit new board members with appropriate
experience and skill to guide the Company’s successful growth
plans.





Second Quarter
2009





We will
be seeking out and pursuing new broker agreements with foreign distributors or
manufacturers that specialize in Kosher, organic or natural products to import
these products into the North American market. These new products would be added
to our current broker/distribution network to strengthen the Company’s overall
business plan.  Concurrently, we will be seeking out opportunities to
create broker relationship with foreign brokerage firms or distributors to
export domestically produced products that can fill a need in foreign markets.
We would seek out to hire a specialist in the import/export market to add to our
staff to solely assist in expanding this new business.





Third Quarter
2009





While we
continually seek out new products, broker agreements, and acquisitions in the
domestic market we now are looking at foreign acquisitions or joint venture
partnerships with foreign manufacturers to import foreign technology and
establish domestic production facilities to produce domestic products previously
imported. If successful this could reduce costs, lead times, inventories and
result in better value for the consumer. If such possibilities exist we would
work with an investment partner to raise financing to consummate such a
transaction.













Capital Resources and
Liquidity




As of 31
July, 2008, we had working capital of approximately $901. It is the intent of
management and significant stockholders, if necessary, to provide sufficient
working capital necessary to support and preserve the viability of the corporate
entity. However, there is no legal obligation for either management or
significant stockholders to provide additional future
funding.


As set
forth in the notes to the financial statements, our independent auditors have
expressed substantial doubt about our ability to continue as a going concern
because we have no viable operations or significant assets and we are dependent
upon significant shareholders to provide sufficient working capital to maintain
the solvency of the corporate entity.





We are
still in the process of developing and implementing our business plan and
raising additional capital. As such, we are considered to be a development stage
company. Management believes that actions presently being taken to obtain
additional funding and implement its business plan provide the opportunity for
us to continue as a going concern.




We
believe we can satisfy our cash requirements for the next twelve months with our
current cash, receivables and expected revenues from our current contracts to
provide broker representation and services. The term of the contacts are five
(5) consecutive one year periods automatically renewed unless terminated with 60
days notice prior to each anniversary.  Each contract provides for an
exclusive brokerage of a specific product or territory, provided by the Company.
Henya receives 5% of net receipts plus reimbursement of any authorized
expenditures in each of their contracts. Management is confident that, based on
the current sales performance of the products and companies Henya represents,
sufficient cash flow is available to satisfy the cash requirements. The Company
will attempt to raise additional financing for working capital to support sales
and marketing efforts in other regions. However, completion of our plan of
operation is subject to attaining adequate revenue. We cannot assure investors
that adequate revenues will be generated. In the absence of our projected
revenues, we may be unable to proceed with our plan of operations. Even without
significant revenues within the next twelve months, we still anticipate being
able to continue with our present activities, but we may require financing to
potentially achieve our goals of profit, revenue and growth.


We
anticipate that our operational as well as general and administrative expenses
for the next twelve months will total $333,000 for the following
expenses:




Management
      Fees
            
            $
            120,000Trade
      Show Expenses
            
            $
            30,000Web
      Development and entertainment costs
            
            $
            20,000Overhead
      paid to a related party
            
            $
            125,000Finance
            
            $
            20,000Occupancy
      Cost
            
            $
            18,000




Management
fees of $5,000 per month will be allocated to each of Henry Ender and Fred
Farnden.  Henry Ender manages sales and product
development.  Fred Farnden manages accounting, reporting, costing,
labeling, customs, and logistics.  The Company has budgeted $30,000
for expenses to attend trade shows in North America, Europe, and Israel to
source new products and meet new principals in order to facilitate the expansion
of the Company’s core business.  In this regard, Henya currently
represents the following companies as food brokers:  Foodfest
International 2000 Inc. (Concord, Ontario), Coastal Water Seafood Ltd.
(Vancouver, British Columbia) and Bandana Bandito (Antioch,
Illinois).  The Company has also allocated $20,000 for web development
to promote its services in addition to an allowance for entertainment costs
associated with new client development.





During
the quarter ended 31 July, 2008, we received commission income from related
companies controlled by our
directors totalling $109,624. Management has agreed to defer
collection of these amounts for a period of up to one year from date of
invoicing.  Due to the fact that we are related to these customers and
management is aware of their financial stability, there is no concern of
collectibility.




We do not
anticipate the purchase or sale of any significant equipment. We also do not
expect any significant changes in the number of employees although depending on
if financing is raised we may add additional representatives. We do not intend
to increase our staff until such time as we can raise the capital or generate
revenues to support the increase in overhead expense. At this time we have not
entered into any agreements or negotiations with a sales and marketing entity to
undertake marketing for us. The foregoing represents our best estimate of our
cash needs based on current planning and business conditions. The exact
allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and status of our business plan.




In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we would then not be able to proceed with our
business plan for the development and marketing of our core services. Should
this occur, we would likely seek additional financing to support the continued
operation of our business. We anticipate that depending on market conditions and
our plan of operations, we would incur operating losses in the foreseeable
future. We base this expectation, in part, on the fact that we may not be able
to generate enough gross profit from our consulting services to cover our
operating expenses.












Off-Balance Sheet
Arrangements




We do not
have any outstanding derivative financial instruments, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. We do
not engage in trading activities involving non-exchange traded
contracts.




Item 3. Quantitative and Qualitative
Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4T.  Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
31 July, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of 31 July,
2008.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.














PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.





Item
1A. Risk Factors





None




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




None.




Item
3. Defaults Upon Senior Securities.




None




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




None.




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1
Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes
Oxley Act of 2002




31.2
Certifications of Chief Financial Officer pursuant to Section 302 of
Sarbanes Oxley Act of 2002




32.1
Certifications of Chief Executive Officer pursuant to Section 906 of Sarbanes
Oxley Act of 2002




32.2
Certifications of Chief Financial Officer pursuant to Section 906 of
Sarbanes Oxley Act of 2002




(b)          Reports
of Form 8-K




None.




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




Signature
            Title
            Date/s/
      Henry Ender
            Chief
      Executive Officer
            September 19,
      2008Henry
      Ender/s/
      Fred Farnden
            Chief
      Financial Officer
            September
      19, 2008Fred
      Farnden