U.S.
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 September 30, 2008




[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES




EXCHANGE
ACT OF 1934




For the
transition period from




Commission
File No. 333-145882




Fresca Worldwide
Trading Corporation


(Exact
name of small business issuer as specified in its charter)




Nevada
            
            42-1689315(State
      or other jurisdiction of incorporation or formation)
            
            (I.R.S.
      employer identification number)




7337
Oswego Road


Liverpool,
NY  13090


(Address
of principal executive offices) (Zip Code)




Issuer's
telephone number: (315)
703-9014




Issuer's
facsimile number: (315)
453-7311




No
change


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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 o




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




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




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.  Yes o       No
o




APPLICABLE
ONLY TO CORPORATE ISSUERS




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 2,095,000 shares of $.001 par value
common stock was outstanding as of September 30, 2008.




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




Large
Accelerated Filer     o                                                               Accelerated
Filer                 
o




Non-Accelerated
Filer       o                                                              Smaller
reporting company  x


(Do not
check if a smaller reporting company)















FRESCA
WORLDWIDE TRADING CORPORATION








INTERIM
AND UNAUDITED FINANCIAL STATEMENTS INDEX





PART
I – FINANCIAL INFORMATION:




PART
      I.
              FINANCIAL
      INFORMATION
              PAGEItem
      1.
              Financial
      StatementsBalance
      Sheet – December 31,2007 and September 30, 2008
      (Unaudited)
              1Statements
      of Operations for the three months and nine months ended September 30,
      2008 and September 30, 2007 (unaudited)
              2Statements
      of Cash Flows for the nine months ended September 30, 2008 and September
      30, 2007 (unaudited)
              3Notes
      to Unaudited Financial Statements
              4Item
      2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              9Item
      3.
              Quantitive
      and Qualitative Disclosure About Market Risks
              13Item
      4.
              Controls
      and Procedures
              14PART
      II.
              OTHER
      INFORMATIONItem
      1.
              Legal
      Proceedings
              14Item
      1A.
              Risk
      FactorsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              14Item
      3.
              Defaults
      upon Senior Securities
              14Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              14Item
      5.
              Other
      Information
              14Item
      6.
              Exhibits
              14Signatures
              
              15







Part
I. FINANCIAL INFORMATION






Item
1. FINANCIAL STATEMENTS




FRESCA
      WORLDWIDE TRADING, CORP.BALANCE
      SHEETSSeptember
      30,
              
              
              December
      31,2008
              
              
              2007(Unaudited)
              
              
              (Audited)ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
              
              $
              15,249
              
              
              $
              3,498Accounts
      Receivable
              
              
              0
              
              
              
              235TOTAL
      CURRENT ASSETS
              
              
              15,249
              
              
              
              3,733PROPERTY
      & EQUIPMENT - NET
              
              
              5,579
              
              
              
              5,396DEFERRED
      TAX ASSET
              
              
              9,750
              
              
              
              9,750TOTAL
      ASSETS
              
              $
              30,578
              
              
              $
              18,879LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      Payable
              
              $
              33,558
              
              
              $
              11,847Related
      Party Note Payable
              
              
              5,778
              
              
              
              -TOTAL
      CURRENT LIABILITIES
              
              
              39,336
              
              
              
              11,847TOTAL
      LIABILITIES
              
              
              39,336
              
              
              
              11,847STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      Stock, .001 par value 10,000,000 shares authorized
              
              
              0
              
              
              
              0Common
      Stock, .001 par value 100,000,000 sharesauthorized,
      2,095,000 and 2,120,000 shares issued and outstanding atSeptember
      30, 2008 and December 31, 2007
              
              
              2,120
              
              
              
              2,120Additional
      Paid in Capital
              
              
              46,880
              
              
              
              46,880Retained
      Earnings
              
              
              (59,836
              )
              
              
              (41,968
              )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
              
              
              (10,836
              )
              
              
              7,032TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              28,500
              
              
              $
              18,879




The
accompanying notes are an integral part of these financial
statements








-1-




FRESCA
      WORLDWIDE TRADING, CORP.STATEMENTS
      OF OPERATIONS(Unaudited)For
      The Three
              
              
              For
      The Three
              
              
              For
      The Nine
              
              
              For
      The NineMonths
      Ended
              
              
              Months
      Ended
              
              
              Months
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,
              
              
              September
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007SALES
              
              $
              3,005
              
              
              $
              4,934
              
              
              $
              21,333
              
              
              $
              13,474COST
      OF SALES
              
              
              (592
              )
              
              
              3,116
              
              
              
              2,101
              
              
              
              5,028Gross
      Profit
              
              
              3,597
              
              
              
              1,818
              
              
              
              19,232
              
              
              
              8,446GENERAL
      AND ADMINSTRATIVE
              
              
              5,335
              
              
              
              6,024
              
              
              
              36,498
              
              
              
              49,058OTHER
      INCOME (EXPENSE)Other
      Income (Expense)
              
              
              (958
              )
              
              
              2,671
              
              
              
              2,154
              
              
              
              6,366Interest
      Expense
              
              
              (149
              )
              
              
              (12
              )
              
              
              (362
              )
              
              
              (15
              )Total
      Other Income (Expense)
              
              
              (1,107
              )
              
              
              2,659
              
              
              
              1,792
              
              
              
              6,351Loss
      Before Taxes
              
              
              (2,845
              )
              
              
              (1,547
              )
              
              
              (15,474
              )
              
              
              (34,261
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              316
              
              
              
              0NET
      LOSS
              
              $
              (2,845
              )
              
              $
              (1,547
              )
              
              $
              (15,790
              )
              
              $
              (34,261
              )Net
      Loss per Common Share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
      Common Shares Outstanding
              
              
              2,095,000
              
              
              
              2,120,000
              
              
              
              2,095,000
              
              
              
              2,120,000




The
accompanying notes are an integral part of these financial
statements






-2-


FRESCA
      WORLDWIDE TRADING, CORP.STATEMENTS
      OF CASH FLOWS(UNAUDITED)For
      The Nine
              
              
              For
      The NineMonths
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,2008
              
              
              2007Operating
      Activities:Net
      Loss
              
              $
              (15,790
              )
              
              $
              (34,261
              )Adjustments
      to reconcile net income to netcash
      provided (used) by operating activities:Gain
      on Sale of Equipment
              
              
              (2,134
              )
              
              
              (2,042
              )Depreciation
      Expense
              
              
              1,301
              
              
              
              1,458(Increase)
      Decrease in Accounts Receivables
              
              
              235
              
              
              
              0Increase
      (Decrease) in Accounts Payable
              
              
              21,711
              
              
              
              4,471Increase
      (Decrease) in Accrued Interest
              
              
              278
              
              
              
              0Net
      cash provided by (used in) operating activities
              
              
              5,601
              
              
              
              (30,374
              )Investing
      Activities:Purchase
      of Equipment
              
              
              (2,150
              )
              
              
              0Proceeds
      from Sale of Equipment
              
              
              2,800
              
              
              
              2,500Net
      cash provided by investing activities
              
              
              650
              
              
              
              2,500Financing
      Activities:Related
      Party Note Payable
              
              
              5,500
              
              
              
              0Additional
      Paid in Capital
              
              
              0
              
              
              
              29,880Sale
      of Stock
              
              
              0
              
              
              
              120Net
      cash provided by financing activities
              
              
              5,500
              
              
              
              30,000Net
      Increase in cash
              
              
              11,751
              
              
              
              2,126Cash
      - Beginning of Period
              
              
              3,498
              
              
              
              20,761.Cash
      - End of Period
              
              $
              15,249
              
              
              $
              22,887Supplemental
      Disclosures of Cash Flow Information:Cash
      Paid During The Period For:Interest
              
              $
              84
              
              
              $
              15




The
accompanying notes are an integral part of these financial
statements




-3-







FRESCA
WORLDWIDE TRADING, CORP.




NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008




NOTE
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




NATURE
OF BUSINESS




FRESCA
WORLDWIDE TRADING, CORP. (the Company) is currently a provider of both privately
owned and company owned automatic teller machines (ATM). The Company receives
revenues from the collection of the surcharge revenues and inter exchange
revenues.




Organization
and Basis of Presentation




The
Company was formed under the laws of the State of Nevada.  On February
10, 2006, the Company entered into an asset purchase agreement with Cobalt Blue,
LLC., a New York company, for the purchase of its ATM assets. The Company paid
Cobalt Blue, LLC. $10,000 for the purchase of its ATM assets on February 10,
2006. Cobalt Blue, LLC. is operated as a privately held company and has been in
existence since 2003. The Company was inactive from December 29, 2003 (date of
formation) until February 10, 2006.




NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




ACCOUNTING
BASIS




These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.




USE
OF ESTIMATES




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




CONCENTRATIONS
OF CREDIT RISK




The
Company's ATM’s are located in New York State and usage of those ATM’s may be
affected by economic conditions in those areas. The Company has experienced
decrease in revenues due to decreased locations and worsened economic
conditions.




The
Company maintains cash balances with a financial institution insured by the
Federal Deposit Insurance Corporation up to $100,000. There are no uninsured
balances at September 30, 2008.




CASH
AND CASH EQUIVALENTS




The
Company considers all highly liquid instruments with a maturity of three months
or less when purchased to be cash equivalents for purposes of classification in
the balance sheets and statement of cash flows. Cash and Cash equivalents
consists of cash in bank (checking) accounts, CD, cash in ATM machines and money
market.




FIXED
ASSETS AND DEPRECIATION




Fixed
assets are stated at cost. Depreciation is calculated on a straight-line basis
over the useful lives of the related assets, which range from five to seven
years.  Maintenance and repairs are charged to income as
incurred.






-4-




FRESCA
WORLDWIDE TRADING, CORP.




NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008




NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued




REVENUE
RECOGNITION




The
Company derives its revenue from surcharge revenue and inter exchange revenue.
Surcharge fees are added fees which the Company charges the ATM user for
dispensing cash. Inter exchange fees are fees charged between banks for
transferring money. The Company all of the Surcharge Fees and receives a portion
of the Inter exchange fees as income. The Company recognizes the net fees
received as revenues.





The
Company receives interchange fees for transactions on ATM’s that it
owns. The Company also receives the interchange fee for transactions on
ATM’s owned by third party vendors included within its network. The Company
keeps and reports as revenues all interchange fees.





The
Company has 3 different circumstances for recording the surcharge fee as
revenue. In the first case, for ATM’s owned and serviced by the Company, the
Company receives and reports all of the surcharge fee as revenue. In the second
case, where the Company owns but does not service the ATM’s, the Company records
the surcharge fee as revenue and records the portion of the fee paid to the
owner of the ATM location as commission expense. In the third case, of ATM’s
owned and serviced by third party vendors, the Company rebates all of the
surcharge fee to the third party and does not report any surcharge fee
revenue





DIVIDENDS




The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during the period shown.





INCOME
TAXES




The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.




SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.





EARNINGS
(LOSS) PER SHARE




The basic
earnings (loss) per share are calculated by dividing the Company’s net income
available to common shareholders by the weighted average number of common shares
outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company’s net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares
outstanding.




ACCOUNTS
RECEIVABLE





The
Company considers accounts receivable to be fully collectible; accordingly, no
allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when that determination is made. No such
charges were recorded for the period ended September 30, 2008.






-5-




FRESCA
WORLDWIDE TRADING, CORP.




NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008







NOTE
3.  PROPERTY & EQUIPMENT





September
      30, 2008
            
            
            December
      31, 2007Equipment
            
            $
            9,650
            
            
            $
            8,750Accumulated
      Depreciation
            
            
            (4,071
            )
            
            
            (3,354
            )Total
      Property & Equipment
            
            $
            5,579
            
            
            $
            5,396




NOTE
4. COMMON STOCK





During
2007, the Company issued 120,000 shares at $0.25 per share. The number of shares
issued and outstanding at September 30, 2008 is 2,095,000.





NOTE  5. NOTE
PAYABLE





The
Company has a $5,000 note payable with Joseph Passalaqua bearing interest at
10%; payable on demand.  The Company has a $500 note payable with
Joseph Passalaqua bearing interest at 18%; payable on demand.





NOTE  6. OPERATING
LEASE





The
Company leases office space under an operating lease expiring in July 2009. Rent
expense for the period ended September 30, 2008 amounted to $1,800.





The
minimum future rental payments under the operating lease at September 30, 2008
are as follows:





2009
            
            $
            2,400




NOTE  7. THE
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS





Below is
a listing of the most recent accounting standards SFAS 150-154 and their effect
on the Company.





In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting.  SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFA No. 107,
“Disclosures about Fair Value of Financial Instruments.”SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008.  The adoption
of this pronouncement is not expected to have an impact on the Company’s
financial position, results of operations or cash flows.






-6-





FRESCA
WORLDWIDE TRADING, CORP.




NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008









NOTE  7. THE
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - Continued





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning May 1, 2008.





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.






-7-




FRESCA
WORLDWIDE TRADING, CORP.




NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE PERIOD ENDED SEPTEMBER 30, 2008









NOTE
8.  GOING CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plans to obtain such resources for
the Company include (1) obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating company. However,
management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.











-8-








MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION




Forward
Looking Statements





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:






            discuss
      our future expectations;






            contain
      projections of our future results of operations or of our financial
      condition; and






            state
      other "forward-looking"
information.





We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."





Organization
and Basis of Presentation




The
Company was formed under the laws of the State of Nevada.  On February
10, 2006, the Company entered into an asset purchase agreement with Cobalt Blue,
LLC., a New York company, for the purchase of its ATM assets. The Company paid
Cobalt Blue, LLC. $10,000 for the purchase of its ATM assets on February 10,
2006. Cobalt Blue, LLC. is operated as a privately held company and has been in
existence since 2003. The Company was inactive from December 29, 2003 (date of
formation) until February 10, 2006.





Critical
Accounting Policies





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our consolidated balance sheet, and the amounts of
revenues and expenses reported for each of our fiscal periods, are affected by
estimates and assumptions which are used for, but not limited to, the accounting
for allowance for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.





Revenue
Recognition Policies





The
Company derives its revenue from surcharge revenue and inter exchange revenue.
Surcharge fees are added fees which the Company charges the ATM user for
dispensing cash. Inter exchange fees are fees charged between banks for
transferring money. The Company all of the Surcharge Fees and receives a portion
of the Inter exchange fees as income. The Company recognizes the net fees
received as revenues.





The
Company receives interchange fees for transactions on ATM’s that it
owns. The Company also receives the interchange fee for transactions on
ATM’s owned by third party vendors included within its network. The Company
keeps and reports as revenues all interchange fees.




-9-






The
Company has 3 different circumstances for recording the surcharge fee as
revenue. In the first case, for ATM’s owned and serviced by the Company, the
Company receives and reports all of the surcharge fee as revenue. In the second
case, where the Company owns but does not service the ATM’s, the Company records
the surcharge fee as revenue and records the portion of the fee paid to the
owner of the ATM location as commission expense. In the third case, of ATM’s
owned and serviced by third party vendors, the Company rebates all of the
surcharge fee to the third party and does not report any surcharge fee
revenue.





NINE
MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2007





REVENUES





Our total revenue increased by $7,859 or approximately 159.28 %, from $13,474 in
the nine months ended September 30, 2007 to $21,333 in the nine months ended
September 30, 2008.  This increase was primarily attributable due to
more transactions on the network.





Our Inter
Exchange increased by $1,054 0proximately 125.18%, from $2,291 in the nine
months ended September 30, 2007 to $3,345 in the nine months ended September 30,
2008.  This increase was primarily due to more transactions on the
network.





Our Surcharge Revenues increased by
$6,805 or approximately 166.3%, from $11,183 in the nine months ended September
30, 2007 to $17,988 in the nine months ended September 30, 2008.  The
increase was primarily attributable due to more transactions on the
network.




COSTS OF
SALES





Our
overall cost of sales decreased for the nine months ending September 30, 2008 by
$2,927 or approximately 93.9% when compared to the nine months ended September
30, 2007.





Our
commissions decreased by $295 when compared to the same period in 2007. This
decrease is primarily attributable to less vendors that received
commission.





Depreciation
expense decreased by $157 when compared to the same period in
2007.  This decrease is due to certain assets being fully depreciated
and our on going strategy of identifying unprofitable ATM machines, and selling
them to the site owners.  Once an ATM is sold to the site owner it is
removed from our assets and depreciation schedules. Because an asset such as ATM
machine is expected to provide service for many years, it is recorded as an
asset, rather than an expense, in the year acquired.   A portion
of the cost of the long-lived asset is reported as an expense during the cost of
an asset to expense over its life in a rational and systematic
manner.





Our
cost for ATM phone lines and supplies decreased $2,475 when compared to the same
period in 2007. This decrease is due to credits issued by the supply company for
previously paid supplies.




OPERATION
AND ADMINISTRATIVE EXPENSES





Operating
expenses decreased by $12,560 or approximately 25.6% over the same period in
2007. Approximately 100% of this decrease is related to fees we pay to
accountants and attorneys throughout the period for performing various tasks.
Rent increased by $1,200 when compared to 2007. Professional fees decreased by
$13,760 over 2007. These are fees we pay to accountants and attorneys throughout
the period for performing various tasks.







-10-




Interest
Expense





Interest
expense, net, increased for the period ended September 30, 2008 to $362 from $15
for the period ended September 30, 2007. This increase is due to more
interest-rate debt.




Net
Loss from Operations





We had
net loss of $15,790 for the period ended September 30, 2008 as compared to a net
loss after taxes of $34,261 for the period ended September 30, 2007. This
decrease was due to a decrease in operating expenses for the period ended
September 30, 2008.




Liquidity
and Capital Resources





Our
primary liquidity and capital resource needs are to finance the costs of our
operations.





As of
September 30, 2008, we had $15,249 cash on hand, compared to $22,887 as of
September 30, 2007.





We
believe that we will continue to need investing and financing activities to fund
operations.





Net cash
provided by operating activities was $5,601 during the nine-month period ended
September 30, 2008, mainly representative of an increase in Accounts Payable
during 2008. This compares to net cash used in operating activities of $30,374
for the nine-month period ended September 30, 2007.





Net cash
provided by investing activities was $650 during the nine-month period ended
September 30, 2008, representative of proceeds from sale of equipment. This
compares to net cash provided by investing activities of $2,500 for the
nine-month period ended September 30, 2007 representative of proceeds from sale
of equipment.





Net cash
provided by financial activities was $5,500 during nine-month period ended
September 30, 2008, mainly representing the proceeds from related party
notes.  This compares to net cash provided by financing activities of
$30,000 for the nine-month period ended September 30, 2007, mainly representing
additional paid in capital.





Our
expenses to date are largely due to professional fees and the cost of sales for
ATM costs.





We
believe that our results of operations will provide us with the necessary funds
to satisfy our liquidity needs for the next 3 months. To the extent they are
not, however, our principal stockholders have agreed to fund our operations for
the next twelve-month period and beyond.





Working
Capital





As of
September 30, 2008, we had total assets of $30,578 and total liabilities of
$39,336, which results in working deficit of $(24,087) as compared to total
assets of $30,578 and total liabilities of $8,739 resulting in a working capital
of $14,877 as of September 30, 2007.






-11-








THREE
MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
2007





REVENUES





Our total revenue decreased by $1,929 or approximately 39.09%, from $4,934 in
the three months ended September 30, 2007 to $3,005 in the three months ended
September 30, 2008.  This increase was primarily attributable due to
more transactions on the network.





Our Inter
Exchange increased by $309 or approximately 36.69 %, from $842 in the three
months ended September 30, 2007 to $1,151 in the three months ended September
30, 2008.  This increase was primarily due to more transactions on the
network.





Our Surcharge Revenues decreased by
$2.238 or approximately 54.69%, from $4.092 in the three months ended September
30, 2007 to $1,854 in the three months ended September 30, 2008.  The
decrease was primarily attributable due to an entry to adjust the ATM cash asset
account.





COSTS OF
SALES





Our
overall cost of sales decreased for the three months ending September 30, 2008
by $3,708 or approximately 119.0% when compared to the three months ended
September 30, 2007.





Our
commissions decreased by $195 when compared to the same period in 2007. This
decrease is primarily attributable to less vendors that received
commission.





Depreciation
expense increased by $21 when compared to the same period in
2007.  This decrease is due to certain assets being fully depreciated
and our on going strategy of identifying unprofitable ATM machines, and selling
them to the site owners.  Once a ATM is sold to the site owner it is
removed from our assets and depreciation schedules.  The term of
service is commonly referred to as the “useful life” of the
asset.  Because an asset such as ATM machine is expected to provide
service for many years, it is recorded as an asset, rather than an expense, in
the year acquired.   A portion of the cost of the long-lived
asset is reported as an expense during the cost of an asset to expense over its
life in a rational and systematic manner.





Our cost for ATM phone lines and supplies decreased $3,534 when compared to the
same period in 2007. This decrease is due to credits issued by the supply
company for previously paid supplies.





OPERATION
AND ADMINISTRATIVE EXPENSES





Operating
expenses decreased by $689 or approximately 11.43% over the same period in 2007.
Approximately 100% of this decrease is due to a decrease in office expenses.
Professional fees decreased by $169 over 2007. These are fees we pay to
accountants and attorneys throughout the period for performing various tasks.
Our office expenses account for an decrease of $720 when compared to the same
period ending September 30, 2007. NYS Corporation taxes increased $200 over
2007.





Interest
Expense





Interest
expense, net, increased for the period ended September 30, 2008 to $149 from $12
for the period ended September 30, 2007.









-12-









COMMON
STOCK




We are
authorized to issue 100,000,000 shares of Common Stock, with a par value of
$0.001. There are 2,095,000 shares of Common Stock issued and outstanding as of
the date of  September 30, 2008 of this form 10-Q. All shares of
common stock have one vote per share on all matters including election of
directors, without provision for cumulative voting. The common stock is not
redeemable and has no conversion or preemptive rights. The common stock
currently outstanding is validly issued, fully paid and non- assessable. In the
event of liquidation of the company, the holders of common stock will share
equally in any balance of the company's assets available for distribution to
them after satisfaction of creditors and preferred shareholders, if any. The
holders of common stock of the company are entitled to equal dividends and
distributions per share with respect to the common stock when, as and if,
declared by the board of directors from funds legally available.




PREFERRED
STOCK




We are
authorized to issue 10,000,000 shares of Preferred Stock, with a par value of
$0.001. There are 0 shares of Preferred Stock issued and outstanding as of the
date of  September 30, 2008 of this form 10-Q.




CAUTIONARY
STATEMENT FOR FORWARD-LOOKING STATEMENTS




Statements
contained in this "Management's Discussion and Analysis or Plan of Operation"
may contain information that includes or is based upon certain "forward-looking
statements" relating to our business. These forward-looking statements represent
managements current judgment and assumptions, and can be identified by the fact
that they do not relate strictly to historical or current facts. Forward-looking
statements are frequently accompanied by the use of such words as "anticipates,"
"plans," "believes," "expects," "projects," "intends," and similar expressions.
Such forward-looking statements involve known and unknown risks, uncertainties,
and other factors, including, while it is not possible to predict or identify
all such risks, uncertainties, and other factors, those relating
to:




·  our
ability to secure the additional financing adequate to execute our business
plan;




·  our
ability to identify, negotiate and complete the acquisition of an operating
business, consistent with our business plan.




Any one
of these or other risks, uncertainties, other factors, or any inaccurate
assumptions may cause actual results to be materially different from those
described herein or elsewhere by us. We caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
they were made. Certain of these risks, uncertainties, and other factors may be
described in greater detail in our filings from time to time with the Securities
and Exchange Commission, which we strongly urge you to read and consider.
Subsequent written and oral forward-looking statements attributable to us or to
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements set forth above and elsewhere in our reports filed with
the Securities and Exchange Commission. We expressly disclaim any intent or
obligation to update any forward-looking statements.




Item 3.  Quantitive and
Qualitative Disclosure About Market Risks.




Not
Applicable.






-13-




Item 4.  Controls and
Procedures.




(a)      Evaluation
of disclosure controls and procedures.




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended the ("Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.




We have
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures were effective.




(b)      Changes
in internal controls.




There
have been no significant changes in our internal controls or other factors that
could significantly affect such controls and procedures subsequent to the date
we completed our evaluation. Therefore, no corrective actions were taken.




PART
II - OTHER INFORMATION




Item 1.     Legal
Proceedings.




To the
best knowledge of the Company's officers and directors, the Company is currently
not a party to any pending legal proceedings.




Item 1A.  Risk
Factors.




There
have been no material changes to the risk factors previously disclosed under
item 1 of the Company’s Registration Statement on Form 10-SB, as filed with the
United States Securities and Exchange Commission on February 8,
2007.




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.




(a)
            Exhibits:




31.1
            Certification
      pursuant to Section 302 of Sarbanes Oxley Act of
  2002.




32.1
            Certification
      pursuant to Section 906 of Sarbanes Oxley Act of
  2002







-14-









SIGNATURES




In accordance with Section
13 or 15(d) of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, there unto duly authorized.






FRESCA
      WORLDWIDE TRADING CORP.Date: November
      14, 2008
              By:
              /s/ Joseph
      MeuseName : Joseph
      MeuseTitle:
      President






-15-