SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549









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


For the quarterly period ended March
31, 2008





OR


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


For the transition period from
___________ to ___________




Commission
file number 000-52704





CAPITAL EQUITY FINANCE,
INC.


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




Florida
            20-8090841(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      Number)





5775 Blue Lagoon
      Drive
              Suite
      100
              Miami,
      Florida
            33126(Address
      of principal executive offices)
            (Zip
      Code)




(786) 888-4567


(Issuer’s
telephone number, including area code)





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 þ     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. 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 þ(Do
      not check if a smaller reporting company)





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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.


Class
            
            Outstanding
      at March 31, 2008Common
      Stock, $.001 par value per share
            
            6,090,000
      shares




-1-




CAPITAL EQUITY FINANCE,
INC.




TABLE OF
CONTENTS


PAGEPart I Financial Information
            
            
            3Item 1. Financial
      Statements (unaudited).
            
            
            3Balance Sheet
            
            
            4Statements of Operations
            
            
            5Statements of Cash Flows
            
            
            6Notes to Financial Statements
            
            
            7Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations.
            
            
            12Item 3. Quantitative and Qualitative Disclosures About Market
      Risk.Item 4. Controls and Procedures.
            
            
            15Part II Other Information
            
            
            15IItem 2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
            
            
            16Item 6. Exhibits.
            
            
            16Signatures
            
            
            17







-2-




PART
I FINANCIALINFORMATION





Item
1. Financial Statements.


Capital
Equity Finance, Inc.


(A
Development Stage Company)


Financial
Statements


March
31, 2008


(Unaudited)





CONTENTS


PageFinancial
      Statements:Balance Sheets - As of March 31, 2008 (Unaudited) and December
      31, 2007 (Audited)
              4Statements of Operations -For the three months ended March 31, 2008 and 2007 and for the
      period from December 22, 2006 (inception) to March 31, 2008
      (Unaudited)
              5Statements of Cash Flows -For the three months ended March 31, 2008 and 2007 and
      for the period from December 22, 2006 (inception) to March 31, 2008
      (Unaudited)
              6Notes to Financial Statements
      (Unaudited)
              7





-3-





Capital
      Equity Finance, Inc.(A
      Development Stage Company)Balance
      SheetsMarch
      31, 2008
            
            
            December
      31, 2007(Unaudited)
            
            
            (Audited)AssetsCurrent
      Assets:Cash
            
            $
            1,620
            
            
            $
            705Total
      Current Assets
            
            
            1,620
            
            
            
            705Total
      Assets
            
            $
            1,620
            
            
            $
            705Liabilities and
      Stockholders’ Equity (Deficit)Current
      Liabilities:Accrued
      Expenses
            
            $
            3,585
            
            
            $
            -Total
      Current Liabilites
            
            
            3,585
            
            
            
            -Stockholders’
      Equity (Deficit):Preferred
      stock (no par value, 5,000,000 shares authorized,none
      issued and outstanding)
            
            
            -
            
            
            
            -Common
      stock ($0.001 par value, 100,000,000 shares authorized,6,090,000
      shares issued and outstanding at March 31, 2008 and6,000,000
      shares issued and outstanding at December 31, 2007)
            
            
            6,090
            
            
            
            6,000Additional
      paid in capital
            
            
            30,004
            
            
            
            23,008Deficit
      accumulated during development stage
            
            
            (38,059
            )
            
            
            (28,303
            )Total
      Stockholders' Equity (Deficit)
            
            
            (1,965
            )
            
            
            705Total
      Liabilities and Stockholders’ Equity (Deficit)
            
            $
            1,620
            
            
            $
            705







-4-








Capital
      Equity Finance, Inc.(A
      Development Stage Company)Statements of
      Operations(Unaudited)For
      the Three Months Ended March 31,
            
            
            For
      the Period from December 22, 2006 (inception) to2008
            
            
            2007
            
            
            March
      31, 2008Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expensesGeneral
      and administrative
            
            
            9,756
            
            
            
            430
            
            
            
            38,059Total
      operating expenses
            
            
            9,756
            
            
            
            430
            
            
            
            38,059Loss
      from operations
            
            
            (9,756
            )
            
            
            (430
            )
            
            
            (38,059
            )Net
      loss
            
            $
            (9,756
            )
            
            $
            (430
            )
            
            $
            (38,059
            )Net
      loss per share - basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average number of shares outstandingduring
      the period - basic and diluted
            
            
            6,074,396
            
            
            
            6,000,000
            
            
            
            6,014,559








-5-


Capital
      Equity Finance, Inc.(A
      Development Stage Company)Statements of Cash
      Flows(Unaudited)For
      the Three Months Ended March 31,
            
            
            For
      the Period from December 22, 2006
              (
      inception ) to2008
            
            
            2007
            
            
            March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (9,756
            )
            
            $
            (430
            )
            
            $
            (38,059
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Contributed
      services - related party
            
            
            4,313
            
            
            
            250
            
            
            
            15,911Changes
      in operating assets and liabilities:Increase
      in accrued expenses
            
            
            3,585
            
            
            
            -
            
            
            
            3,585Net
      Cash Used In Operating Activities
            
            
            (1,858
            )
            
            
            (180
            )
            
            
            (18,563
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock
            
            
            2,250
            
            
            
            -
            
            
            
            2,250Proceeds
      from sale of common stock - related parties
            
            
            -
            
            
            
            4,000
            
            
            
            6,000Contributed
      capital - related party
            
            
            523
            
            
            
            1,150
            
            
            
            11,933Net
      Cash Provided By Financing Activities
            
            
            2,773
            
            
            
            5,150
            
            
            
            20,183Net
      increase in cash
            
            
            915
            
            
            
            4,970
            
            
            
            1,620Cash
      - beginning of period
            
            
            705
            
            
            
            2,000
            
            
            
            -Cash
      - end of period
            
            $
            1,620
            
            
            $
            6,970
            
            
            $
            1,620Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the year/period for:Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -





-6-


Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March 31,
2008
 (Unaudited)


Note 1 Basis of
Presentation




The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, stockholders’ equity or cash flows.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the full
year.





The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-KSB, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the year ended December 31, 2007.  The interim results
for the period ended March 31, 2008 are not necessarily indicative of the
results for the full fiscal year.





Note 2 Nature of Operations
and Summary of Significant Accounting Policies





Nature
of operations





Capital
Equity Finance, Inc. (the "Company"), was incorporated in Florida on December
22, 2006. The Company intends to serve as a vehicle to effect an asset
acquisition, merger, or business combination with a domestic or foreign
business.





Development
Stage





The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party equity-based financing and development of the business plan.  At
March 31, 2008, the Company had not yet commenced operations.





Use
of estimates





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





-7-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March 31,
2008
 (Unaudited)


Cash





For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents.  At March 31, 2008, the Company had
no cash equivalents.





Net
loss per share





Basic
loss per share is computed by dividing net loss by weighted average number of
shares of common stock outstanding during each period.  Diluted
earnings/(loss) per share is computed by dividing net income/(loss) by the
weighted average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. At March 31,
2008, the Company does not have any outstanding common stock equivalents;
therefore, a separate computation of diluted loss per share is not
presented.





Reclassifications





Certain
amounts in the year 2007 financial statements have been reclassified to conform
to the year 2008 presentation.  The results of these reclassifications
did not materially affect the Company’s financial position, results of
operations or cash flows.





Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”,
which clarifies the principle that fair value should be based on the assumptions
that market participants would use when pricing an asset or
liability.  It also defines fair value and established a hierarchy
that prioritizes the information used to develop assumptions.  SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007.  The Company does not expect SFAS No. 157 to
have a material impact on its financial position, results of operations or cash
flows.





In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”, which permits entities to choose to
measure many financial instruments and certain other items at fair value. The
unrealized gains and losses on items for which the fair value option has been
elected should be reported in earnings.  The decision to elect the
fair value option is determined on an instrument-by-instrument basis, should be
applied to an entire instrument and is irrevocable.  Assets and
liabilities measured at fair values pursuant to the fair value option should be
reported separately in the balance sheet from those instruments measured using
other measurement attributes.  SFAS No. 159 is effective as of
the beginning of the Company’s 2008 fiscal year. The adoption of SFAS No. 159 is
not expected to have a material effect on its financial position, results of
operations or cash flows.


-8-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March 31,
2008
 (Unaudited)


In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 is not expected to have a material
effect on its financial position, results of operations or cash
flows.





In
December 2007, the FASB issued SFAS 141R,“Business Combinations”
(“SFAS 141R”), which replaces FASB SFAS 141,“Business
Combinations”.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.  Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date.  This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption of this standard is not permitted
and the standards are to be applied prospectively only.  Upon adoption
of this standard, there would be no impact to the Company’s
results of operations and financial condition for acquisitions previously
completed.  The adoption of SFAS No. 141R is not expected to have a
material effect on its financial position, results of operations or cash
flows.





In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure
requirements for derivative instruments and for hedging activities with the
intent to provide financial statement users with an enhanced understanding of
the entity’s use of derivative instruments, the accounting of derivative
instruments and related hedged items under Statement 133 and its related
interpretations, and the effects of these instruments on the entity’s financial
position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2008. We do not expect its adoption will have a material
impact on our financial position, results of operations or cash
flows.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.


-9-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March 31,
2008
 (Unaudited)


Note 3 Going
Concern





As
reflected in the accompanying financial statements, the Company has a net loss
of $9,756 and net cash used in operations of $1,858 for the three months ended
March 31, 2008, and a working capital deficit of $1,965, a stockholders’ deficit
of $1,965 and a deficit accumulated during the development stage of $38,059 at
March 31, 2008.  In addition, the Company is in the development stage
and has not yet generated any revenues. The ability of the Company to continue
as a going concern is dependent on Management's plans, which include potential
asset acquisitions, mergers or business combinations with other entities,
further implementation of its business plan and continuing to raise funds
through debt or equity raises. The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.





Note 4 Stockholders’ Equity
(Deficit)




(A)  Common
Stock Issuance for Cash  (1)   Year
ended December 31, 2006
 On
December 22, 2006, the Company issued 6,000,000 shares of common stock, par
value $0.001 per share, to its founding shareholders in exchange for $2,000 and
a $4,000 subscription receivable.  The subscription was received in
2007.




(2)  Three
months ended March 31, 2008


In
January 2008, the Company issued 90,000 shares of common stock for $2,250
($0.025/share).




(B)  Contributed
Capital and Contributed Services – Related Party


(1)   Year
ended December 31, 2006





-10-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 March 31,
2008
 (Unaudited)
 During
2006, a related party of the Company’s President paid $70 for certain general
and administrative expenses on behalf of the Company.




During
2006, a related party of the Company’s President contributed professional
services to the Company aggregating $750.  The value of these
contributed services was based upon the fair value of the services
provided.


(2) Year
ended December 31, 2007
 During
2007, a related party of the Company’s President paid $2,590 for certain general
and administrative expenses on behalf of the Company.




During
2007, the Company received $8,750 from related party stockholders to fund future
expenses of the Company.




During
2007, a related party of the Company’s President contributed professional
services to the Company aggregating $10,848.  The value of these
services was based upon the fair value of the services provided.


(3)  Three
months ended March 31, 2008
 During
2008, a related party of the Company’s President paid $523 for certain general
and administrative expenses on behalf of the Company.




During
2008, a related party of the Company’s President contributed professional
services to the Company aggregating $4,313. The value of the services was based
upon the fair value of the services provided.





Note 5 Subsequent
Event





In April
2008, the Company received a capital contribution of $4,000 from a related party
stockholder to fund expenses of the Company.





-11-




Item 2.
      Management’s Discussion and Analysis ofFinancial Condition
      and Results of Operations.





CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS





The
information presented in Item 2 contains forward-looking statements. You should
understand that forward-looking statements are only predictions reflecting our
current beliefs and are based on information currently available to us. Although
we believe that the assumptions reflected in our forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.




You can
identify a forward-looking statement by our use of a word such as “may”, “will”,
“should”, “could”, “anticipate”, “believe”, “estimate”, “expect”, “intend”,
“plan”, “predict”, “project”, “propose”, “potential” “continue” and similar
terms and expressions, or the negative of these words or other variations on
these words or comparable terminology.




In
evaluating a forward-looking statement, you should understand that a forward
looking statement involves known and unknown risks, uncertainties,
contingencies, and other factors that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statement. Known risks related to an investment in our Company,
risks related to our business, and risks related to our securities are
identified in our Form 10-SB12G as amended and are incorporated herein by
reference. You should also understand that we have no obligation and do not
undertake to update or revise forward-looking statements made in this Report to
reflect events or circumstances occurring after the date of this
Report.





Background





Capital
Equity Finance, Inc. (the "Company", "our", "us" or "we") was incorporated under
the laws of the State of Florida on December 22, 2006. We have been in the
developmental stage since inception and have conducted virtually no business
operations, other than organizational and administrative activities.  We
have no full-time employees and own no real estate or personal property. 
We were formed as a vehicle to pursue a business combination but have
not entered into a letter of intent concerning any target
business. Our business purpose is to seek the acquisition of, or merger
with, an existing company. We have been seeking a suitable acquisition or merger
candidate since September 3, 2007, the day after our Form 10-SB12G registration
statement, as amended, went effective.





Our
discussion of the proposed business under this caption and throughout this Form
10-Q is purposefully general and is not meant to restrict our virtually
unlimited discretion to search for and enter into potential business
opportunities.





Description
of Business





Based on
our business activities, we are a "blank check" company. The U.S. Securities and
Exchange Commission (the "SEC") defines such companies as "any development stage
company that is issuing a penny stock, within the meaning of Section 3 (a)(51)
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Under SEC
Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"),
we also qualify as a "shell company," because we have no or nominal assets
(other than cash) and no or nominal operations. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. No trading market currently exists
for our securities, and Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, or to
register any securities under the Securities Act or state blue sky laws or the
regulations thereunder until we have successfully concluded a business
combination. We intend to comply with the periodic reporting requirements of the
Exchange Act for so long as we are subject to those requirements.





We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation.  Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.


-12-





We have
conducted no business operations to date and expect to conduct none in the
future, other than our efforts to effectuate a business combination. We,
therefore, can be characterized as a "shell" corporation. As a "shell"
corporation, we face risks inherent in the investigation, acquisition, or
involvement in a new business opportunity. Further, as a "development stage" or
"start-up" company, we face all of the unforeseen costs, expenses, problems, and
difficulties related to such companies, including whether we will continue to be
a going concern entity for the foreseeable future.




We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.





We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury, if any, or with
additional money contributed by our stockholders, or another
source.




During
the next 12 months, we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition. We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.





Since the
effective date of our registration statement on Form 10-SB12G, as amended, we
have had preliminary contact or discussions with representatives of several
entities regarding a possible business combination with us. To date, we have not
entered into a term sheet with any entity.  Any target business that
is selected may be a financially unstable company or an entity in its early
stages of development or growth, including entities without established records
of sales or earnings. In that event, we will be subject to numerous risks
inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.




We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.




The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.


-13-





Liquidity
and Capital Resources





As of
March 31, 2008, the Company had assets equal to $1,620 comprised exclusively of
cash and cash equivalents. This compares with assets of $705, comprised
exclusively of cash and cash equivalents, as of December 31, 2007. The Company’s
current liabilities as of March 31, 2008 totaled $3,585, comprised exclusively
of accrued expenses. This compares to the Company’s current liabilities as of
December 31, 2007 of $0. The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve
months.




The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:




Cumulative
              Period From
      December
      22, 2006 (Inception)
              to
      March 31,Three months Ended
                March 31,2008
            
            
            2007
            
            
            2008Net
      cash used in operating activities
            
            $
            (1,858
            )
            
            $
            (180
            )
            
            $
            (18,563
            )Net
      cash used in investing activities
            
            
            0
            
            
            
            0
            
            
            
            0Net
      cash provided by financing activities
            
            
            2,773
            
            
            
            5,150
            
            
            
            20,183Net
      effect on cash
            
            
            915
            
            
            
            4,970
            
            
            
            1,620





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investments or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. Recurring expenses,
which include accounting, auditing, legal, and administrative expenses, have
averaged $2,537 per month since December 22, 2006, are expected to continue
for until such time as we execute our business plan to acquire or merge with a
private operating company.  In addition, the Company is dependent upon
its largest shareholders and new investors to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from December 22, 2006 (Inception) to March 31, 2008.
It is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern.  The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.





For the
three months ending March 31, 2008, the Company had a net loss of approximately
$9,756, consisting of legal, accounting, audit and other professional service
fees incurred in relation to the filing on March 26, 2008 of the Company’s
annual report on Form 10-KSB for the fiscal year ended December 31, 2007. This
compares with a net loss of approximately $430 for the three months ending March
31, 2007 comprised mostly of legal, accounting, audit and other professional
service fees incurred in relation to the filing of the Company’s registration
statement on Form 10-SB12G filed in July 2007 and its one
amendment.





For the
period from December 22, 2006 (Inception) to March 31, 2008, the Company had a
net loss of $38,059, comprised mostly of legal, accounting, audit and other
professional service fees incurred in relation to the filing of the Company’s
registration statement on Form 10-SB12G in July 2007 and its one amendment
and the filing of the Company’s quarterly and annual reports on Form 10-QSB and
Form 10-KSB, respectively.


-14-





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





Contractual
Obligations





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




Item
3. Quantitative and QualitativeDisclosures About Market
Risk.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





Item
4T. Controls andProcedures.





The
Company’s disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC. Our sole officer and
director has reviewed the effectiveness of the Company’s disclosure controls and
procedures and have concluded that the disclosure controls and procedures, as of
March 31, 2008, are effective in timely alerting her to material information
relating to the Company that is required to be included in its periodic filings
with the Commission.




In
connection with its evaluation during the quarterly period ended March 31, 2008,
the Company has made no change in the Company’s internal controls over financial
reporting that has materially affected or is reasonably likely to materially
affect the Company’s internal controls over financial reporting. There also were
no significant deficiencies or material weaknesses identified for which
corrective action needed to be taken.


-15-





PART
II OTHER INFORMATION





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





During
the reporting period, the Company sold 50,000 shares of common stock at $0.025
per share to five accredited investors pursuant to Regulation D.  The
Company sold an additional 40,000 shares of common stock at $0.025 per share to
four accredited Canadian investors pursuant to Regulation S. All of the
transactions were paid for in cash. All of the share certificates issued contain
a restrictive legend. Neither the Company nor any person acting on its behalf
offered or sold the securities by any form of general solicitation or general
advertising. No underwriting discounts or commissions were paid to any party by
the Company.




Date
              
              
              No.
      of Shares
              
              
              Price
      Per Share
              
              
              Aggregate
      Price
              
              Exemption1-06-08
              
              
              
              20,000
              
              
              $
              0.025
              
              
              $
              500.00
              
              Reg. D 5061-07-08
              
              
              
              10,000
              
              
              $
              0.025
              
              
              $
              250.00
              
              Reg. D 5061-08-08
              
              
              
              10,000
              
              
              $
              0.025
              
              
              $
              250.00
              
              Reg. D 5061-14-06
              
              
              
              10,000
              
              
              $
              0.025
              
              
              $
              250.00
              
              Reg. S1-16-08
              
              
              
              10,000
              
              
              $
              0.025
              
              
              $
              250.00
              
              Reg. D 5061-28-08
              
              
              
              20,000
              
              
              $
              0.025
              
              
              $
              500.00
              
              Reg. S1-29-08
              
              
              
              10,000
              
              
              $
              0.025
              
              
              $
              250.00
              
              Reg.
S





Item
6. Exhibits




(a) Exhibits





Description





4.1
            
            Regulation D Subscription Agreement4.2
            
            Regulation S Subscription Agreement31.1
            
            13a-14(a)-15d-14(a) Certification – Luz M.
      Weigel31.2
            
            13a-14(a)-15d-14(a) Certification - Luz M.
      Weigel32.1
            
            18 U.S.C. § 1350 Certification - Luz M.
      Weigel32.2
            
            18 U.S.C. § 1350 Certification - Luz M.
      Weigel







-16-




SIGNATURES




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





CAPITAL
      EQUITY FINANCE, INC.Date: May
      14, 2008
            By:
            /s/ Luz
      M. WeigelLuz
      M. WeigelPresident,
      Secretary and Treasurer
              (Principal
      Accounting Officer and Authorized
Officer)







-17-