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
September 30, 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 September 30, 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.
              13Item 3. Quantitative and Qualitative Disclosures About Market
      Risk.
              16Item 4. Controls and Procedures.
              16Part II Other Information
              17IItem 2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
              17Item 6. Exhibits.
              17Signatures
              18
 
 -2-
  PART
I FINANCIAL INFORMATION
 
 Item
1. Financial Statements.
 
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Financial
Statements
 September
30, 2008
 (Unaudited)
 
 
 CONTENTS
  Page(s)Financial
      StatementsBalance Sheets - As of September 30, 2008 (Unaudited) and
      December 31, 2007 (Audited)
              4Statements of Operations -
                For
      the three and nine months ended September 30, 2008 and 2007 and for theperiod
      from December 22, 2006 (inception) to September 30, 2008
      (Unaudited)
              5Statements of Cash Flows -
                For
      the nine months ended September 30, 2008 and 2007 and for
      theperiod
      from December 22, 2006 (inception) to June 30, 2008
      (Unaudited)
              6Notes to Financial Statements (Unaudited)
              7
   -3-
 Capital Equity Finance,
      Inc.(A Development Stage
      Company)Balance SheetsSeptember 30,
      2008
                
                
                December 31,
      2007(Unaudited)
                
                
                (Audited)AssetsCurrent
    Assets:Cash
                
                $
                120
                
                
                $
                705Total Current
      Assets
                
                
                120
                
                
                
                705Total
Assets
                
                $
                120
                
                
                $
                705Stockholders’
      EquityStockholders’
      Equity: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 September 30,
2008,6,000,000
      shares issued and outstanding at December 31, 2007)
                
                
                6,090
                
                
                
                6,000Additional paid in
      capital
                
                
                41,466
                
                
                
                23,008Deficit accumulated
      during development stage
                
                
                (47,436
                )
                
                
                (28,303
                )Total Stockholders’
      Equity
                
                $
                120
                
                
                $
                705
   -4-
 Capital Equity Finance,
      Inc.(A Development Stage
      Company)Statements
      of Operations(Unaudited)For the Three Months
      Ended September 30,
                
                
                For The Nine Months
      Ended September 30,
                
                
                For the Period from December 22,
      2006 (inception) to2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                September 30,
      2008Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      expensesGeneral and
      administrative
                
                
                4,561
                
                
                
                5,635
                
                
                
                19,133
                
                
                
                22,612
                
                
                
                47,436Total operating
      expenses
                
                
                4,561
                
                
                
                5,635
                
                
                
                19,133
                
                
                
                22,612
                
                
                
                47,436Loss from
      operations
                
                
                (4,561
                )
                
                
                (5,635
                )
                
                
                (19,133
                )
                
                
                (22,612
                )
                
                
                (47,436
                )Net loss
                
                $
                (4,561
                )
                
                $
                (5,635
                )
                
                $
                (19,133
                )
                
                $
                (22,612
                )
                
                $
                (47,436
                )Net loss per share - basic and
      diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted average number of shares
      outstandingduring
      the period - basic and diluted
                
                
                6,090,000
                
                
                
                6,000,000
                
                
                
                6,084,818
                
                
                
                6,000,000
                
                
                
                6,035,864
  -5-
  Capital Equity Finance,
      Inc.(A Development Stage
      Company)Statements of CashFlows(Unaudited)For the Nine Months
      Ended September 30,
                
                
                For the Period from December 22,
      2006 ( inception ) to2008
                
                
                2007
                
                
                September 30,
      2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net loss
                
                $
                (19,133
                )
                
                $
                (22,612
                )
                
                $
                (47,436
                )Adjustments to
      reconcile net loss to net cash used in operating
      activities:Contributed
      services - related party
                
                
                6,659
                
                
                
                11,332
                
                
                
                18,257Net
      Cash Used In Operating Activities
                
                
                (12,474
                )
                
                
                (11,280
                )
                
                
                (29,179
                )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
                
                
                9,639
                
                
                
                5,985
                
                
                
                21,049Net
      Cash Provided By Financing Activities
                
                
                11,889
                
                
                
                9,985
                
                
                
                29,299Net increase (decrease) in
      cash
                
                
                (585
                )
                
                
                (1,295
                )
                
                
                120Cash - beginning of
      period
                
                
                705
                
                
                
                2,000
                
                
                
                -Cash - end of
      period
                
                $
                120
                
                
                $
                705
                
                
                $
                120Supplemental
      Disclosure of Cash Flow InformationCash paid during the period
      for:Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  -6-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to FinancialStatements
 September 30,
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 with the instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, 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 September 30, 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
September 30, 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.
  Cash
and Cash Equivalents
  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 September 30, 2008, the Company
had no cash equivalents.
  The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At September 30, 2008, there were
no balances that exceeded the federally insured limit.  -7-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
  Earnings
per Share
  Basic
earnings (loss) per share is computed by dividing net income (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 September 30, 2008 and 2007, and since inception, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented, as the Company reflects a net loss and the
effect of considering any common stock equivalents if outstanding would have
been anti-dilutive.
  Stock-Based
Compensation
  All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “Share-Based
Payment”.  For the period from December 22, 2006 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
employees.
  Non-Employee
Stock Based Compensation
  Stock-based
compensation awards issued to non-employees for services will be recorded at
either the fair value of the services rendered or the instruments issued in
exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF
No. 96-18, “Accounting for
Deficit Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF
96-18”).  For the period from December 22, 2006 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
third parties.
  Segment
Information
  The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During 2008, the Company
only operated in one segment; therefore, segment information has not been
presented.
  Recent
Accounting Pronouncements
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), 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.  -8-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
  In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”(“SFAS 159”), 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 the Company’s financial position,
results of operations or cash flows.
  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
the Company’s 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 the Company’s financial position, results
of operations or cash flows.
  In
January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which
provided a simplified approach for estimating the expected term of a “plain
vanilla” option, which is required for application of the Black-Scholes option
pricing model (and other models) for valuing share options. At the time, the
Staff acknowledged that, for companies choosing not to rely on their own
historical option exercise data (i.e., because such data did not provide a
reasonable basis for estimating the term), information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted use
of a simplified approach for estimating the term of plain vanilla options
granted on or before December 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data becomes widely available.
The Company does not expect its adoption of SAB No. 110 to have a material
impact on its financial position, results of operations or cash flows.  -9-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
  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. The Company does not expect its adoption of SFAS 161 to
have a material impact on its financial position, results of operations or cash
flows.
  In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States.  This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
  In May
2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt
instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB
14-1”). FSP APB 14-1 requires the issuer of certain convertible debt
instruments that may be settled in cash (or other assets) on conversion to
separately account for the liability (debt) and equity (conversion option)
components of the instrument in a manner that reflects the issuer’s
non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years
beginning after December 15, 2008 on a retroactive basis. The Company does not
believe the adoption of FSP APB 14-1 will have a significant effect on its
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.
  Note 3 Going
Concern
  As
reflected in the accompanying financial statements, the Company has a net loss
of $19,133 and net cash used in operations of $12,474 for the nine months ended
September 30, 2008; and a deficit accumulated during the development stage of
$47,436.  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.  -10-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
   Note 4 Stockholders’
Equity
  (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) Nine
months ended September 30, 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
  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.  Under APB No. 29, “Accounting for Nonmonetary
Transactions”,fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties.  The exchange of these non-monetary assets did not
result in a gain or loss.
  (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.  Under APB No. 29, “Accounting for Nonmonetary
Transactions”,fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties.  The exchange of these non-monetary assets did not
result in a gain or loss.  -11-
 Capital
Equity Finance, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
    (3) 
Nine months ended September 30, 2008
  During
2008, a related party of the Company’s President paid $1,374 for certain general
and administrative expenses on behalf of the Company.
  During
2008, the Company received capital contributions totaling $8,265 from related
party stockholders to fund future expenses of the Company.
  During
2008, a related party of the Company’s President contributed professional
services to the Company aggregating $6,659. The value of the services was based
upon the fair value of the services provided.  Under APB No. 29, “Accounting for Nonmonetary
Transactions”,fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties.  The exchange of these non-monetary assets did not
result in a gain or loss.
   -12-
 Item 2.
      Management’s Discussion and Analysis of Financial 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.
 -13-
  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.
  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.
 -14-
  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.
  Liquidity
and Capital Resources
  As of
September 30, 2008, the Company had assets equal to $120 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 September 30, 2008 totaled $0. 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
      September 30,Nine months Ended
                September
      30,2008
              
              
              2007
              
              
              2008Net
      cash used in operating activities
              
              $
              (12,474)
              
              
              $
              (11,280)
              
              
              $
              (29,179)Net
      cash used in investing activities
              
              
              0
              
              
              
              0
              
              
              
              0Net
      cash provided by financing activities
              
              
              11,889
              
              
              
              9,985
              
              
              
              29,299Net
      effect on cash
              
              
              (585)
              
              
              
              (1,295)
              
              
              
              120
  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 $2,259 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 September 30,
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
nine months ending September 30, 2008, the Company had a net loss of
approximately $19,133, 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, 2007and the
filing of the Company’s quarterly reports. This compares with a
net loss of approximately $22,612 for the nine months ending September 30, 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.
 -15-
  For the
period from December 22, 2006 (Inception) to September 30, 2008, the Company had
a net loss of $47,436 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.
  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 Qualitative Disclosures 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 and Procedures.
  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
September 30, 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 September 30,
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.
 -16-
   PART
II OTHERINFORMATION
  Item
2.UnregisteredSales of Equity Securities and Use of
Proceeds.
  None.
  Item
6. Exhibits
  (a) Exhibits
 
 Description
 
 31.1
              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
   -17-
   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: October
      20, 2008
              By:
              /s/ Luz
      M. WeigelLuz
      M. WeigelPresident,
      Secretary and Treasurer
                (Principal
      Accounting Officer and Authorized Officer)
    -18-