**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**











**FORM
      10-Q**







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




**For
      the Quarterly Period Ended September 30, 2008**




**OR**


** ̈**
            **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: 333-146970**


**PINPOINT
      RECOVERY SOLUTIONS CORP.**


**(Exact
      name of registrant as specified in its charter)**





**Delaware**
            
            **26-2214000****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)****4300
                W. Cypress Street, Suite 370**
              **Tampa,
                Florida**
            
            **33607****(Address
                of principal executive offices)**
            
            **(Zip
                Code)**




**(813)
      879-5000**


**(Registrant’s
      telephone number, including area code)**




**None**


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




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No  ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyx




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




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 October 31, 2008**Common
                Stock, $0.001 par value per share
            
            4,617,588
                shares





TABLE
        OF
        CONTENTS
 Pinpoint
        Recovery Solutions Corp. **∙** Form
        10-Q


**PART
                I-FINANCIAL INFORMATION**
            
            1Item
                1. Financial Statements.
            
            1CONSOLIDATED
                BALANCE SHEETS AS OF SEPTEMBER 30, 2008 (UNAUDITED) AND DECEMBER
                31,
                2007
            
            1CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
                30,
                2008 (UNAUDITED) AND 2007
            
            2CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                2008
                (UNAUDITED) AND 2007
            
            3NOTES
                TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            
            4Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations.
            
            9Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk.
            
            14Item
                4T. Controls and Procedures.
            
            14**PART
                II-OTHER INFORMATION**
            
            16Item
                1. Legal Proceedings.
            
            16Item
                1A. Risk Factors.
            
            16Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds.
            
            16Item
                3. Defaults Upon Senior Securities.
            
            16Item
                4. Submission of Matters to a Vote of Security Holders.
            
            16Item
                5. Other Information.
            
            16Item
                6. Exhibits.
            
            16**SIGNATURES**
            
            17





**PART
      I-FINANCIAL INFORMATION**


**Item
      1. Financial Statements.**


**CONSOLIDATED
      BALANCE SHEETS**


Pinpoint
      Recovery Solutions Corp. **∙** 10-Q





**September 30, 2008****(unaudited)**
            
            **December 31, 2007****ASSETS**Current
                assets:Cash
            
            $
            222,391
            
            $
            221,873Accounts
                receivable, net of allowance of $26,447
            
            
            676,988
            
            
            595,772as
                of September 30, 2008 and December 31, 2007Prepaid
                expenses
            
            
            21,400
            
            
            59,835Total
                current assets
            
            
            920,779
            
            
            877,480Property
                and equipment, net of accumulated depreciation of$15,282
                and $5,428, respectively
            
            
            31,014
            
            
            36,703Goodwill
            
            
            6,397,542
            
            
            6,397,542Other
                assets, net of amortization of $7,740 and $0, respectively
            
            
            22,900
            
            
            30,640TOTAL
                ASSETS
            
            $
            7,372,235
            
            $
            7,342,365**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            160,136
            
            $
            132,266Payable
                to related party
            
            
            153,780
            
            
            92,490Other
                current liabilities
            
            
            4,016
            
            
            15,805Accrued
                interest-related party
            
            
            11,575
            
            
            46,423Promissory
                notes payable-related party
            
            
            1,915,904
            
            
            1,861,096Total
                current liabilities
            
            
            2,245,411
            
            
            2,148,080Commitments
                and contingenciesStockholders'
                Equity:Preferred
                stock, $.001 par value; 1,000,000 shares authorizedand
                none issued
            
            
            -
            
            
            -Common
                stock, $.001 par value; 15,000,000 shares authorized,4,617,588
                issued and outstanding
            
            
            4,618
            
            
            4,618Additional
                paid-in capital
            
            
            6,628,273
            
            
            6,446,335Accumulated
                deficit
            
            
            (1,506,067
            )
            
            (1,256,668
            )Total
                stockholders' equity
            
            
            5,126,824
            
            
            5,194,285**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            7,372,235
            
            $
            7,342,365


*The
      accompanying notes are an integral part of the consolidated financial
      statements.*


1


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


Pinpoint
      Recovery Solutions Corp. **∙** 10-Q


(Unaudited)





**Three Months Ended**
            
            **Nine Months Ended****September 30,**
            
            **September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenues
            
            $
            818,739
            
            $
            542,463
            
            $
            1,871,340
            
            $
            641,077Costs
                and Expenses:Direct
                costs
            
            
            106,436
            
            
            93,168
            
            
            245,707
            
            
            93,168Payroll
                and related costs
            
            
            310,122
            
            
            194,042
            
            
            880,457
            
            
            194,042Consulting
                fees
            
            
            -
            
            
            49,750
            
            
            17,915
            
            
            72,250Professional
                fees
            
            
            12,701
            
            
            744,869
            
            
            121,161
            
            
            1,386,165Interest
                expense-related party
            
            
            37,397
            
            
            38,460
            
            
            114,824
            
            
            40,185General
                and administrative
            
            
            180,979
            
            
            249,914
            
            
            740,674
            
            
            281,657Total
                costs and expenses
            
            
            647,635
            
            
            1,370,203
            
            
            2,120,738
            
            
            2,067,467Net
                income (loss)
            
            $
            171,104
            
            $
            (827,740
            )
            $
            (249,398
            )
            $
            (1,426,390
            )Earnings
                (Loss) per Share:Basic
            
            $
            0.04
            
            
            ($0.18
            )
            
            ($0.05
            )
            
            ($0.55
            )Diluted
            
            $
            0.03
            
            
            ($0.18
            )
            
            ($0.05
            )
            
            ($0.55
            )Weighted
                average number of common sharesBasic
            
            
            4,617,588
            
            
            4,491,658
            
            
            4,617,588
            
            
            2,597,289Diluted
            
            
            5,595,032
            
            
            4,491,658
            
            
            4,617,588
            
            
            2,597,289


*The
      accompanying notes are an integral part of the consolidated financial
      statements.*


2


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


Pinpoint
      Recovery Solutions Corp. **∙** Form
      10-Q


(Unaudited)





**Nine Months Ended September 30,**
            
            **2008**
            
            **2007****CASH FLOWS
                - OPERATING ACTIVITIES**Net
                loss
            
            $
            (249,398
            )
            $
            (1,426,390
            )Adjustments
                to reconcile net loss to cash used inoperating
                activities:Non
                cash stock compensation expense
            
            
            178,000
            
            
            977,000Depreciation
                expense
            
            
            9,854
            
            
            2,679Amortization
                of imputed interest on payable to related party
            
            
            6,977
            
            
            -Amortization
                of software costs
            
            
            7,740
            
            
            -Changes
                in assets and liabilities:
            
            
            
            
            
            -Accounts
                receivable
            
            
            (81,216
            )
            
            (150,316
            )Prepaid
                expenses
            
            
            38,435
            
            
            (31,650
            )Accounts
                payable
            
            
            27,870
            
            
            76,901Other
                accrued expenses
            
            
            (11,789
            )
            
            65,625Accrued
                interest-related party
            
            
            19,960
            
            
            31,561Net
                cash used in operating activities
            
            
            (53,567
            )
            
            (454,590
            )**CASH
                FLOWS - INVESTING ACTIVITIES**Capital
                expenditures
            
            
            (4,165
            )
            
            (1,696
            )Cash
                Paid for Investment in SALT
            
            
            -
            
            
            (3,118,450
            )Cash
                Paid for finders' fees to acquire SALT
            
            
            -
            
            
            (270,922
            )Net
                cash used in investing activities
            
            
            (4,165
            )
            
            (3,391,068
            )**CASH
                FLOWS - FINANCING ACTIVITIES**Deferred
                offering costs
            
            
            -
            
            
            (529,269
            )Loans
                from related party
            
            
            54,312
            
            
            (20,454
            )Proceeds
                from sale of common stock
            
            
            
            
            
            4,457,000Additional
                capital contributed by founder
            
            
            3,938
            
            
            199,925Net
                cash provided by financing activities
            
            
            58,250
            
            
            4,107,202Net
                increase in cash
            
            
            518
            
            
            261,544Cash
                - beginning of period
            
            
            221,873
            
            
            -Cash
                - end of period
            
            $
            222,391
            
            $
            261,544**Supplemental
                Disclosures of Cash Flow Information:**Cash
                paid for interest
            
            $
            87,888
            
            $
            8,624Cash
                paid for income taxes
            
            
            -
            
            
            -


*The
      accompanying notes are an integral part of the consolidated financial
      statements.*


3


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


Pinpoint
      Recovery Solutions Corp. **∙** Form
      10-Q


(Unaudited)





**1** **Basis of Presentation and Consolidation and Recent Accounting
      Pronouncements**     ****


**Basis
      of Presentation**


In
      the
      opinion of management, the accompanying consolidated balance sheets and related
      consolidated interim statements of operations, and cash flows include all
      adjustments, consisting only of normal recurring items, necessary for their
      fair
      presentation in conformity with accounting principles generally accepted in
      the
      United States of America. Preparing financial statements requires management
      to
      make estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenue, and expenses. Examples include: allowances for doubtful
      accounts, estimates of lives and recoverable value of property, the valuation
      of
      goodwill, and assumptions used to calculate stock based compensation. Actual
      results and outcomes may differ from management’s estimates and assumptions.





Interim
      results are not necessarily indicative of results for a full year. The
      information included in this Form 10-Q should be read in conjunction with
      information included in the Pinpoint Recovery Solutions Corp. 2007 Form 10-K.





**Basis
      of Consolidation**


The
      accompanying consolidated financial statements include the accounts of the
      Company and its wholly owned subsidiary, S.A.L.T. Payroll Consultants, Inc.,
      (“SALT”), a Florida corporation. All intercompany transactions and balances have
      been eliminated upon consolidation. SALT was acquired on June 26, 2007 and
      as
      such, the statement of operations and cash flows for the three and nine months
      ended September 30, 2007 includes the accounts of SALT only from the date of
      the
      acquisition. See Note 7 for pro forma information regarding the operations
      of
      SALT for the three and nine months ended September 30, 2007.





**Recently
      Adopted Accounting Standards**


We
      adopted the Financial Accounting Standards Board’s (FASB) Statement of Financial
      Accounting Standard (SFAS) No. 157, *Fair
      Value Measurement* on
      January 1, 2008. SFAS 157 defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value measurements. SFAS
      157
      applies under other accounting pronouncements that require or permit fair value
      measurements and accordingly, does not require any new fair value measurements.
      SFAS No. 157 clarifies that fair value is an exit price, representing the amount
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants. As such, fair value is a
      market-based measurement that should be determined based on assumptions that
      market participants would use in pricing an asset or liability. As a basis
      for
      considering such assumptions, SFAS No. 157 established a three-tier fair value
      hierarchy, which prioritizes the inputs used in measuring fair value as
      follows:





·
            Level
                1. Observable inputs such as quoted prices in active
                markets;


·
            Level
                2. Inputs, other than the quoted prices in active markets, that are
                observable either directly or indirectly;
                and


·
            Level
                3. Unobservable inputs in which there is little or no market data,
                which
                require the reporting entity to develop its own
                assumptions.





The
      following table presents assets that are measured and recognized at fair value
      on a non-recurring basis:





**Total****Gains****Description**
            
            **Level 1**
            
            **Level 2**
            
            **Level 3**
            
            **(Losses)**Goodwill
            
            $
            -
            
            $
            -
            
            $
            6,397,542
            
            $
            -





The
      FASB’s SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities, including
      an
      Amendment of SFAS 115* became
      effective for us on January 1, 2008. SFAS 159 establishes a fair value option
      that permits entities to choose to measure eligible financial instruments and
      certain other items at fair value at specified election dates. A business entity
      shall report unrealized gains and losses on items for which the fair value
      options have been elected in earnings at each subsequent reporting date. For
      the
      nine months ended September 30, 2008, there were no applicable items on which
      the fair value option was elected. SFAS 159 may impact our consolidated
      financial statements in the future.


4


Pinpoint
        Recovery Solutions Corp. **∙** Form
        10-Q


**Recent
      Accounting Standards Not Yet Adopted**


In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
      Combination* ,
      which
      replaces SFAS No. 141. The statement retains the purchase method of accounting
      for acquisitions, but requires a number of changes, including changes in the
      way
      assets and liabilities are recognized in the purchase accounting. It also
      changes the recognition of assets acquired and liabilities assumed arising
      from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for us beginning January 1, 2009
      and will apply prospectively to business combinations completed on or after
      that
      date.





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB No.
      51* (“SFAS
      160”). SFAS 160 requires: (i) the ownership interests in subsidiaries held by
      parties other than the parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity; (ii) the amount of consolidated net income
      attributable to the parent and to the noncontrolling interest be clearly
      identified and presented on the face of the consolidated statement of income;
      (iii) changes in a parent’s ownership interest while the parent retains its
      controlling financial interest in its subsidiary be accounted for consistently;
      (iv) when a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary and any gain or loss on the deconsolidation
      be initially measured at fair value; and (v), entities provide sufficient
      disclosures that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. SFAS 160 is effective
      for
      us as of January 1, 2009 and will apply prospectively, except for the
      presentation and disclosure requirements, which will apply retrospectively.
      SFAS
      160 is not expected to have a material impact on our consolidated financial
      statements.





In
      March
      2008, the FASB issued SFAS No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133* (“SFAS
      No. 161”). SFAS No. 161 changes the disclosure requirements for derivative
      instruments and hedging activities. Entities are required to provide enhanced
      disclosures about (a) how and why an entity uses derivative instruments, (b)
      how
      derivative instruments and related hedged items are accounted for under SFAS
      133
      and its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. SFAS No. 161 is effective for us beginning January 1, 2009 and
      is
      not expected to have a material impact on our consolidated financial
      statements **





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles* .
      SFAS
      162 identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (“GAAP”) in the United States (the GAAP
      hierarchy). SFAS 162 becomes effective 60 days following the SEC’s approval of
      the Public Company Accounting Oversight Board (“PCAOB”) amendment to AU Section
      411, “The Meaning of Present Fairly in Conformity With Generally Accepted
      Accounting Principles” and is not expected to have a significant impact on our
      consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 163 *Accounting
      for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
      No. 60* .
      SFAS
      163 resolves existing inconsistencies in accounting for financial guarantee
      insurance contracts by insurance enterprises under FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises” *.* SFAS 163
      requires that an insurance enterprise recognize a claim liability prior to
      an
      event of default (insured event) when there is evidence that credit
      deterioration has occurred in an insured financial obligation and clarifies
      how
      Statement 60 applies to financial guarantee insurance contracts, including
      the
      recognition and measurement to be used to account for premium revenue and claim
      liabilities. SFAS 163 also requires expanded disclosures about financial
      guarantee insurance contracts. SFAS 163 is effective for financial statements
      issued for fiscal years beginning after December 15, 2008, and all interim
      periods within those fiscal years, except for some disclosures about the
      insurance enterprise’s risk-management activities. SFAS 163 is not expected to
      have a significant impact on our consolidated financial
      statements.


5


Pinpoint
        Recovery Solutions Corp. **∙** Form
        10-Q 
  **2** **Basic and Diluted Earning(Loss) Per Share**





Basic
      and
      diluted per share results for the three and nine months ended September 30,
      2008
      and 2007 were computed based on the earnings (loss) allocated to the common
      stock for the respective periods. The weighted average number of shares of
      common stock outstanding during the periods was used in the calculation of
      basic
      earnings (loss) per share. On September 14, 2007, our board of directors
      approved a 10% stock dividend to all holders of record as of September 12,
      2007.
      In determining the weighted-average shares outstanding for the three and nine
      months ended September 30, 2007, the shares issuable pursuant to the stock
      dividend and the founders’ shares were considered outstanding as of the
      beginning of such period.





In
      accordance with SFAS 128, “Earnings Per Share,” the weighted average number of
      shares of common stock used in the calculation of diluted per share amounts
      is
      adjusted for the dilutive effects of potential common shares including the
      assumed exercise of warrants to purchase common stock based on the treasury
      stock method only if an entity records earnings from continuing operations,
      as
      such adjustments would otherwise be anti-dilutive to earnings per share from
      continuing operations.





The
      components of basic and diluted earnings (loss) per share were as
      follows:





**Three Months Ended September 30,**
            
            **Nine Months Ended September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Net
                income (loss) available forcommon
                shareholders (A)
            
            $
            171,104
            
            $
            (827,740
            )
            $
            (249,398
            )
            $
            (1,426,390
            )Weighted
                average shares of outstandingcommon
                stock (B)
            
            
            4,617,588
            
            
            4,491,658
            
            
            4,617,588
            
            
            2,597,289Dilutive
                effect of warrants to purchasecommon
                stock
            
            
            977,444
            
            
            -
            
            
            -
            
            
            -Common
                stock and common stockequivalents
                (C)
            
            
            5,595,032
            
            
            4,491,658
            
            
            4,617,588
            
            
            2,597,289Earings
                (Loss) per Share:Basic
            
            $
            0.04
            
            
            ($0.18
            )
            
            ($0.05
            )
            
            ($0.55
            )Diluted
            
            $
            0.03
            
            
            ($0.18
            )
            
            ($0.05
            )
            
            ($0.55
            )





The
      following shares attributable to outstanding warrants to purchase common stock
      were excluded from the calculation of diluted earnings per share because their
      inclusion would have been anti-dilutive. Such potential common shares may dilute
      earnings per share in the future.





**Three Months Ended September 30,**
            
            **Nine Months Ended September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Warrants
                to purchase common stock
            
            
            -
            
            
            946,237
            
            
            977,444
            
            
            332,021





**3** **Intangible Assets and Goodwill**





On
      June
      26, 2007, we acquired SALT. In determining the value attributed to the shares
      issued for the SALT acquisition, we were assisted by an independent third party
      who has expertise in the valuation of companies. The total consideration paid
      was $6,605,922 of which $6,397,542 was in excess of the fair value of the net
      assets acquired. The financial statements assume that all of the excess of
      the
      purchase price over the net tangible assets was allocated to Goodwill in
      accordance with SFAS No. 141 “Business Combinations” and SFAS No. 142 “Goodwill
      and Other Intangible Assets” and accordingly, no amortization expense was
      included in the statement of operations.





Under
      the
      provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” intangible
      assets are tested for impairment on an annual basis and between annual tests
      if
      an event occurs or circumstances change in a way to indicate a potential decline
      in the fair value of the reporting unit. In assessing the recoverability of
      the
      goodwill, we must make assumptions regarding estimated future cash flows and
      other factors to determine the fair value of the respective assets. This
      impairment test requires the determination of the fair value of the intangible
      asset. If the fair value of the intangible asset is less than its carrying
      value, an impairment loss will be recognized in an amount equal to the
      difference. If these estimates or their related assumptions change in the
      future, the Company may be required to record impairment charges for these
      assets. We re-evaluated the carrying value of the goodwill with the assistance
      of the valuation expert as of December 31, 2007 and no impairment loss was
      recognized.




6


Pinpoint
          Recovery Solutions Corp. **∙** Form
          10-Q




The
      following table details the allocation of the purchase price paid for
      SALT:





Accounts
                receivable
            
            $
            195,899Prepaid
                expenses
            
            
            4,523Property
                and equipment
            
            
            32,706Goodwill
            
            
            6,397,542Accounts
                payable
            
            
            (24,748
            )Total
                purchase price
            
            $
            6,605,922





**4** **Concentrations of Credit Risk and Major Clients**





Financial
      instruments that potentially subject us to significant concentrations of credit
      risk include cash and accounts receivable. As of September 30, 2008, all of
      our
      cash is placed with high credit quality financial institutions. The amount
      on
      deposit in any one institution may occasionally exceed federally insured limits
      of $250,000 and be subject to credit risk. We believe this risk is minimal.
      As
      of September 30, 2008 none of our cash balances were in excess of federally
      insured limits.





The
      following table sets forth the amount and percentage of revenue from those
      customers which accounted for at least 10% of revenues for the indicated
      periods.





**Three Months Ended**
            
            **Nine Months Ended****September 30, 2008**
            
            **September 30, 2008**Customer A
            
            $
            158,466
            
            
            19
            %
            $
            158,466
            
            
            8
            %Customer
                B
            
            
            116,854
            
            
            14
            %
            
            116,854
            
            
            6
            %Customer
                C
            
            
            116,128
            
            
            14
            %
            
            116,128
            
            
            6
            %Customer
                D
            
            
            86,687
            
            
            11
            %
            
            86,687
            
            
            5
            %Customer
                E
            
            
            74,921
            
            
            9
            %
            
            255,254
            
            
            14
            %




**Three Months Ended**
              
              **Nine Months Ended****September 30, 2007**
              
              **September 30, 2007**(a)Customer
                  F
              
              $
              86,630
              
              
              16
              %
              $
              86,630
              
              
              14
              %Customer
                  G
              
              
              56,156
              
              
              10
              %
              
              56,156
              
              
              9
              %Customer
                  H
              
              
              55,928
              
              
              10
              %
              
              55,928
              
              
              9
              %Customer
                  I
              
              
              55,804
              
              
              10
              %
              
              55,804
              
              
              9
              %Customer
                  J
              
              
              4,635
              
              
              1
              %
              
              85,355
              
              
              13
              %


(a)
                - Includes revenues earned by SALT from June 26, 2007, the date of
                acquisition, to June 30, 2007.


7


Pinpoint
        Recovery Solutions Corp. **∙** Form
        10-Q


The
      following table sets forth the amount and percentage of gross accounts
      receivable from customers which accounted for at least 10% of total accounts
      receivable.





**As of:**
            
            **September 30, 2008**
            
            **December 31, 2007**Customer
                A
            
            $
            135,828
            
            
            19
            %
            $
            7,088
            
            
            1
            %Customer
                B
            
            
            116,854
            
            
            17
            %
            
            -
            
            
            0
            %Customer
                D
            
            
            86,687
            
            
            12
            %
            
            -
            
            
            0
            %Customer
                K
            
            
            79,736
            
            
            11
            %
            
            -
            
            
            0
            %Customer
                L
            
            
            73,109
            
            
            10
            %
            
            -
            
            
            0
            %Customer
                M
            
            
            -
            
            
            0
            %
            
            115,830
            
            
            19
            %Customer
                N
            
            
            -
            
            
            0
            %
            
            112,881
            
            
            18
            %Customer
                F
            
            
            -
            
            
            0
            %
            
            89,691
            
            
            14
            %Customer
                O
            
            
            9,303
            
            
            1
            %
            
            72,793
            
            
            12
            %Customer
                P
            
            
            -
            
            
            0
            %
            
            68,197
            
            
            11
            %





We
      do not
      require collateral to support accounts receivable or financial instruments
      subject to credit risk. Our revenue is derived solely from tax recovery services
      provided to our clients. This industry is highly regulated and any changes
      in
      reimbursement allowances or procedures could materially impact our business.





**5** **Transactions with Related Parties**





**Payable
      to Related Party**


On
      various dates since November 2007, our founder has made advances to us
      aggregating $157,311. Such advances are not interest bearing, are expected
      to be
      repaid under unspecified terms and are recorded net of imputed interest.
      Assuming an incremental borrowing rate of 7.25% and a one year repayment term,
      total imputed interest on the advances was $10,935, which is being amortized
      over the estimated repayment period. For the three and nine months ended
      September 30, 2008, such amortization amounted to $2,671 and $6,977,
      respectively.





**Promissory
      Notes Payable-Related Party**


In
      connection with the June 26, 2007 acquisition of SALT, we issued our $1,881,550
      promissory note payable to NeuCap, Inc. (“NeuCap”). NeuCap is owned by Kevin
      Cappock, our chief executive officer, and Robert Neuman, our vice-president.
      The
      promissory note may be prepaid any time without penalty. Originally, the
      promissory note accrued interest at the prime rate as set by Bank of America
      and
      all outstanding principal and interest was due six months from the date of
      issuance. On July 16, 2007, the company paid $20,454 towards the principal,
      reducing the promissory note to $1,861,096. On January 10, 2008, the promissory
      note was amended whereby NeuCap agreed to extend the maturity date of the note
      to March 31, 2008 for which we paid NeuCap an additional $20,000.





On
      April
      11, 2008, the promissory note was again amended and the maturity date was
      extended to March 31, 2009, $54,808 of accrued interest was capitalized and
      added to the outstanding principal resulting in the principal outstanding at
      June 30, 2008 of $1,915,904 and the interest rate was set at 7.25% per annum.
      In
      addition, we agreed to make cash payments for both interest and principal when
      our month-end checking account balance exceeds $225,000; provided, however,
      that
      any such payment shall be limited to the amount that, immediately after
      effecting such payment, would reduce our checking account balance to not less
      than $200,000.





During
      the three and nine months ended September 30, 2008, interest expense relating
      to
      the promissory note was $34,726 and $107,847, respectively, and during the
      three
      and nine months ended September 30, 2007 was $38460 and $40184, respectively.
      Accrued and unpaid interest at September 30, 2008 is $11,575.





**6** **Issuance of Shares for Advisory Services**





In
      March
      2008, an individual agreed to provide advisory services to us and in connection
      therewith, our founder transferred 100,000 shares of Common Stock he owned
      to
      such individual. Using a per share price of $1.78 as determined by an
      independent valuation expert, we recorded $178,000 as a contribution of capital
      for the value of the shares and an equivalent amount to stock-based compensation
      expense for the nine months ended September 30, 2008.





8


Pinpoint
          Recovery Solutions Corp. **∙** Form
          10-Q




**7** **Pro Forma Financial Information**




As
      a
      result of the June 26, 2007 acquisition of SALT, our on-going principal business
      is providing tax recovery services to businesses that may be eligible to receive
      refunds relating to federal and state payroll taxes. The following pro forma
      information gives effect to the acquisition and related financings as if they
      occurred as of the beginning of the nine months ended September 30, 2007 and
      have been prepared by management based upon the historical financial statements
      of Pinpoint Recovery Solutions Corp. and NeuCap. This pro forma information
      may
      not be indicative of what would have occurred if the proposed acquisition and
      financings had actually occurred on the indicated dates and they should not
      be
      relied upon as an indication of future results of operations.





The
      following table presents unaudited pro forma combined statement of operations
      information for the nine months ended September 30, 2007 as if the transaction
      occurred at the beginning of such period.





**Nine Months****Ended****September 30, 2007**Revenues
            
            $
            1,700,936Costs
                and Expenses:Direct
                costs
            
            
            246,787Payroll
                and related costs
            
            
            746,264Consulting
                fees
            
            
            72,250Professional
                fees
            
            
            1,386,165Interest
                expense-related party
            
            
            116,077General
                and administrative
            
            
            485,105Total
                costs and expenses
            
            
            3,052,648Net
                loss
            
            $
            (1,351,712
            )





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





**Special
      Note About Forward Looking Statements**


Certain
      statements in Management’s Discussion and Analysis (“MD&A”), other than
      purely historical information, including estimates, projections, statements
      relating to our business plans, objectives, and expected operating results,
      and
      the assumptions upon which those statements are based, are “forward-looking
      statements” within the meaning of the Private Securities Litigation Reform Act
      of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. These forward-looking statements generally
      are
      identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions
      identify forward-looking statements, but are not the exclusive means of
      identifying such statements and their absence does not mean that a statement
      is
      not forward-looking. Forward-looking statements are based on current
      expectations and assumptions that are subject to risks and uncertainties, which
      may cause actual results to differ materially from the forward-looking
      statements. A detailed discussion of risks and uncertainties that could cause
      actual results and events to differ materially from such forward-looking
      statements is included in the section titled “Risk Factors” (refer to Part I,
      Item 1A of our annual report for the year ended December 31, 2007 filed on
      Form
      10K on May 13, 2008). We undertake no obligation to update or revise publicly
      any forward-looking statements, whether as a result of new information, future
      events, or otherwise.





9


**Management’s
          Discussion And Analysis**
 Pinpoint
          Recovery Solutions Corp. ∙ Form
          10-Q




**Overview**


The
      following MD&A is intended to help the reader understand the results of
      operations and financial condition of Pinpoint Recovery Solutions Corp. MD&A
      is provided as a supplement to, and should be read in conjunction with, our
      financial statements and the accompanying notes to the financial
      statements.





From
      December 4, 2006, our date of inception, until June 25, 2007, we were a
      development stage enterprise, devoting substantially all of our efforts to
      capital raising activities for, and planning to integrate and manage, the
      acquisition of an appropriate business. On June 26, 2007 we acquired
      SALT.





Subsequent
      to the acquisition of SALT, our principal business focus has been to develop
      additional control procedures, implement a new enterprise software company
      wide,
      and establish an internal marketing division to continue growing the business
      of
      SALT. We formed a new wholly owned subsidiary called “S.A.L.T. Payroll
      Consultants, Inc.,” the name under which the acquired business is operated;
      however, we remain the owner of the assets acquired and liabilities assumed
      in
      the SALT acquisition.




After
      clearance was granted for bid and ask quote
      submissions on the over-the-counter bulletin board and pink sheets for shares
      of
      our common stock under the symbol "PPNT," on July 16, 2008, our common stock
      began to trade publicly.





**Results
      of Operations**


The
      following table summarizes selected unaudited financial information for the
      three months ended September 30, 2008 compared to the three months ended
      September 30, 2007 and the nine months ended September 30, 2008 compared to
      the
      nine months ended September 30, 2007. The unaudited financial information
      presented for the nine months ended September 30, 2007 was derived by combining
      SALT, the predecessor company, unaudited historical results for the nine months
      ended September 30, 2007, with Pinpoint’s historical results for the nine months
      ended September 30, 2007.





**Three Months Ended September 30,**
            
            **Nine Months Ended September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenues
            
            $
            818,739
            
            $
            542,463
            
            $
            1,871,340
            
            $
            1,700,936Direct
                costs
            
            
            106,436
            
            
            93,168
            
            
            245,707
            
            
            246,787Payroll
                and related costs
            
            
            310,122
            
            
            194,042
            
            
            880,457
            
            
            746,264General
                and administrative
            
            
            193,680
            
            
            249,914
            
            
            591,478
            
            
            485,105Income
                (loss) before interest expense, noncash stock-based
                compensation and other acquisition costs
            
            
            208,501
            
            
            5,339
            
            
            153,697
            
            
            222,780Interest
                expense
            
            
            37,397
            
            
            38,460
            
            
            114,824
            
            
            40,188Noncash
                stock-based compensation
            
            
            -
            
            
            532,000
            
            
            178,000
            
            
            977,000Other
                acquisition costs
            
            
            -
            
            
            262,619
            
            
            110,272
            
            
            481,415Net
                income (loss)
            
            
            171,104
            
            
            (827,740
            )
            
            (249,398
            )
            
            (1,275,823
            )





Our
      revenues for the third quarter and first nine months of 2008 increased 51%
      and
      10%, respectively, from the 2007 comparable periods. We generally do not earn
      our fees and therefore recognize the associated revenue on an engagement until
      our client receives a tax refund check or a credit from the applicable taxing
      authorities related to the work we performed. As a result our revenues may
      vary
      from period to period in the future as a result of expected refunds being held
      up in administrative hearings at the taxing authorities. For the third quarter
      and first nine months of 2008, revenues from five customers accounted for an
      aggregate of 67% and 39% of total revenues, respectively. For the third quarter
      and first nine months of 2007, revenues from five customers accounted for an
      aggregate of 47% and 54% of total revenues.





Direct
      costs and expenses generally vary with our revenues. Direct costs as a percent
      of our revenues were 13.0% and 17.2%, respectively, for the third quarter of
      2008 and 2007 and 13.1% and 14.5%, respectively, for the first nine months
      of
      2008 and 2007.





Payroll
      and related costs increased $116,080 when comparing the third quarter of 2008
      and 2007. This increase is primarily the impact of the addition of four
      employees for building the infrastructure for strategic growth goals and
      additional SEC compliance reporting expenses. When comparing the first nine
      months of 2008 to 2007, payroll and related costs increased $134,193 which
      is
      the net result of increases from the addition of four new employees to build
      the
      infrastructure for strategic growth goals and additional SEC compliance
      reporting expenses offset by the discretionary bonuses paid in 2007 that were
      not paid in 2008.




10


**Management’s
        Discussion And Analysis**
 Pinpoint
        Recovery Solutions Corp. ∙ Form
        10-Q




General
      and administrative expenses decreased $56,234 when comparing the third quarter
      of 2008 to 2007 principally due to reduced travel and reduced legal fees related
      to preparing material for administrative hearings related to refund challenges.
      When comparing the first nine months of 2008 to 2007, general and administrative
      costs increased $106,373,. The general and administrative costs for the third
      quarter and first nine months of 2008 include the costs associated with Pinpoint
      as well as costs associated with providing a benefits program to employees
      which
      was not provided by the predecessor company, accounting and legal fees due
      to
      SEC compliance reporting and costs related to preparing material for
      administrative hearings related to refund challenges.





Substantially
      all of the interest expense for the third quarter and first nine months of
      2008
      relates to the $1,881,550 promissory note payable to NeuCap, Inc. issued in
      connection with the acquisition of SALT. Interest expense is lower for the
      third
      quarter of 2008 compared to the third quarter of 2007 due to a reduction in
      the
      interest rate. Interest expense for the nine months of 2008 is significantly
      higher than for the comparable period in 2007 due to the promissory note being
      outstanding for only the last four days of the second quarter of 2007 and the
      third quarter of 2007.





During
      the first nine months of 2008 we incurred approximately $288,000 of professional
      and consulting fees related to consultants and advisors who are assisting us
      with the implementation of the SALT acquisition as well as seeking and
      researching other potential acquisition candidates. Included in such costs
      is
      approximately $178,000 related to the value of stock issued to certain of such
      advisors and consultants. During the first nine months of 2007, we incurred
      professional fees related to the acquisition of approximately
      $1,458,000.





**Financial
      Condition**


At
      September 30, 2008, we had working capital of $591,273 and at December 31,
      2007,
      we had working capital of $590,496 excluding the related party promissory note
      issued in connection with the acquisition of SALT. The terms of the promissory
      note were amended in April 2008 extending the repayment date to March 31, 2009.
      We plan to repay the promissory note with funds generated from operations.
      We
      believe we will have sufficient cash generated from operations and borrowing
      capacity to fund our capital and operational needs for at least the next twelve
      months. However, because a significant part of our growth strategy includes
      growth by acquisition, we will continue to target, acquire and integrate
      profitable acquisition candidates, and manage related transactional fees and
      expenses.





One
      source of working capital for the first nine of 2008 and 2007 was advances
      from
      our founder. On various dates since November 2007, our founder has made advances
      to us aggregating $157,311. Such advances are expected to be repaid under
      unspecified terms and are recorded net of imputed interest.





During
      the first nine months of 2008, we used $53,677 of working capital to fund our
      operations and $4,165 for capital expenditures. During the first nine months
      of
      2007 we used $454,590 to fund our operations, $3,118,450 to acquire SALT,
      $529,269 in offering costs and $270,922 for a finder fee related to the SALT
      acquisition.





Significant
      components of working capital at both September 30, 2008 and December 31, 2007
      consist of cash and accounts receivable. As of September 30, 2008, all of our
      cash is placed with high credit quality financial institutions. The amount
      on
      deposit in any one institution may occasionally exceed federally insured limits
      of $250,000 and be subject to credit risk. We believe this risk is minimal.
      As
      of September 30, 2008 we had $0 of cash in excess of federally insured limits.
      As of September 30, 2008, receivables from five customers represented 69% of
      total accounts receivable and as of December 31, 2007 receivables from five
      different customers represented 74% of total accounts receivable.





Our
      significant working capital commitment, other than to fund operations during
      periods of losses, is the promissory note we issued in connection with the
      acquisition of SALT. On June 26, 2007, we issued our $1,881,550 promissory
      note
      payable to NeuCap, Inc. (“NeuCap”). NeuCap is owned by Kevin Cappock, our chief
      executive officer, and Robert Neuman, our vice-president. The promissory note
      may be prepaid any time without penalty. Originally, the promissory note accrued
      interest at the prime rate as set by Bank of America and all outstanding
      principal and interest was due six months from the date of issuance.. On July
      16, 2007, the company paid $20,454 towards the principal, reducing the
      promissory note to $1,861,096. On January 10, 2008, the promissory note was
      amended whereby NeuCap agreed to extend the maturity date of the note to March
      31, 2008 for which we paid NeuCap an additional $20,000. On April 11, 2008,
      the
      promissory note was again amended and the maturity date was extended to March
      31, 2009, $54,808 of accrued interest was added to outstanding principal and
      the
      interest rate was set at 7.25% per annum. In addition, we agreed to make cash
      payments for both interest and principal when our month-end checking account
      balance exceeds $225,000; provided, however, that any such payment shall be
      limited to the amount that, immediately after effecting such payment, would
      reduce our checking account balance to not less than $200,000.




11


**Management’s
        Discussion And Analysis**
 Pinpoint
        Recovery Solutions Corp. ∙ Form
        10-Q




**Recently
      Adopted Accounting Standards**


We
      adopted the Financial Accounting Standards Board’s (FASB) Statement of Financial
      Accounting Standard (SFAS) No. 157, *Fair
      Value Measurement* on
      January 1, 2008. SFAS 157 defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value measurements. SFAS
      157
      applies under other accounting pronouncements that require or permit fair value
      measurements and accordingly, does not require any new fair value measurements.
      SFAS No. 157 clarifies that fair value is an exit price, representing the amount
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants. As such, fair value is a
      market-based measurement that should be determined based on assumptions that
      market participants would use in pricing an asset or liability. As a basis
      for
      considering such assumptions, SFAS No. 157 established a three-tier fair value
      hierarchy, which prioritizes the inputs used in measuring fair value as
      follows:





·
            Level
                1. Observable inputs such as quoted prices in active
                markets;


·
            Level
                2. Inputs, other than the quoted prices in active markets, that are
                observable either directly or indirectly;
                and


·
            Level
                3. Unobservable inputs in which there is little or no market data,
                which
                require the reporting entity to develop its own
                assumptions.





The
      following table presents assets that are measured and recognized at fair value
      on a non-recurring basis:





**Total****Gains****Description**
            ****
            **Level 1**
            ****
            **Level 2**
            ****
            **Level 3**
            ****
            **(Losses)**Goodwill
            
            $
            -
            
            $
            -
            
            $
            6,397,542
            
            $
            -





The
      FASB’s SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities, including
      an
      Amendment of SFAS 115* became
      effective for us on January 1, 2008. SFAS 159 establishes a fair value option
      that permits entities to choose to measure eligible financial instruments and
      certain other items at fair value at specified election dates. A business entity
      shall report unrealized gains and losses on items for which the fair value
      options have been elected in earnings at each subsequent reporting date. For
      the
      nine months ended September 31, 2008, there were no applicable items on which
      the fair value option was elected. SFAS 159 may impact our financial statements
      in the future.





**Recent
      Accounting Standards Not Yet Adopted**


In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), *Business
      Combination* ,
      which
      replaces SFAS No. 141. The statement retains the purchase method of accounting
      for acquisitions, but requires a number of changes, including changes in the
      way
      assets and liabilities are recognized in the purchase accounting. It also
      changes the recognition of assets acquired and liabilities assumed arising
      from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for us beginning January 1, 2009
      and will apply prospectively to business combinations completed on or after
      that
      date.





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB No.
      51* (“SFAS
      160”). SFAS 160 requires: (i) the ownership interests in subsidiaries held by
      parties other than the parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity; (ii) the amount of consolidated net income
      attributable to the parent and to the noncontrolling interest be clearly
      identified and presented on the face of the consolidated statement of income;
      (iii) changes in a parent’s ownership interest while the parent retains its
      controlling financial interest in its subsidiary be accounted for consistently;
      (iv) when a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary and any gain or loss on the deconsolidation
      be initially measured at fair value; and (v), entities provide sufficient
      disclosures that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. SFAS 160 is effective
      for
      us as of January 1, 2009 and will apply prospectively, except for the
      presentation and disclosure requirements, which will apply retrospectively.
      SFAS
      160 is not expected to have a material impact on our consolidated financial
      statements.




12


**Management’s
        Discussion And Analysis**
 Pinpoint
        Recovery Solutions Corp. ∙ Form
        10-Q




In
      March
      2008, the FASB issued SFAS No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133* (“SFAS
      No. 161”). SFAS No. 161 changes the disclosure requirements for derivative
      instruments and hedging activities. Entities are required to provide enhanced
      disclosures about (a) how and why an entity uses derivative instruments, (b)
      how
      derivative instruments and related hedged items are accounted for under SFAS
      133
      and its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. SFAS No. 161 is effective for us beginning January 1, 2009 and
      is
      not expected to have a material impact on our consolidated financial
      statements **





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles* .
      SFAS
      162 identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (“GAAP”) in the United States (the GAAP
      hierarchy). SFAS 162 becomes effective 60 days following the SEC’s approval of
      the Public Company Accounting Oversight Board (“PCAOB”) amendment to AU Section
      411, “The Meaning of Present Fairly in Conformity With Generally Accepted
      Accounting Principles” and is not expected to have a significant impact on our
      consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 163 *Accounting
      for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
      No. 60* .
      SFAS
      163 resolves existing inconsistencies in accounting for financial guarantee
      insurance contracts by insurance enterprises under FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises” *.* SFAS 163
      requires that an insurance enterprise recognize a claim liability prior to
      an
      event of default (insured event) when there is evidence that credit
      deterioration has occurred in an insured financial obligation and clarifies
      how
      Statement 60 applies to financial guarantee insurance contracts, including
      the
      recognition and measurement to be used to account for premium revenue and claim
      liabilities. SFAS 163 also requires expanded disclosures about financial
      guarantee insurance contracts. SFAS 163 is effective for financial statements
      issued for fiscal years beginning after December 15, 2008, and all interim
      periods within those fiscal years, except for some disclosures about the
      insurance enterprise’s risk-management activities. SFAS 163 is not expected to
      have a significant impact on our consolidated financial statements.





**Application
      of Critical Accounting Policies**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make assumptions,
      estimates and judgments that affect the amounts reported in the financial
      statements, including the notes thereto, and related disclosures of commitments
      and contingencies, if any. We consider our critical accounting policies to
      be
      those that require the more significant judgments and estimates in the
      preparation of our consolidated financial statements, including the following:
      allowances for doubtful accounts, estimates of lives and recoverable value
      of
      property, the valuation of goodwill, and assumptions used to calculate
      stock-based compensation. We rely on historical experience and on other
      assumptions believed to be reasonable under the circumstances in making its
      judgment and estimates.





**Allowance
      for Doubtful Accounts**


Our
      accounts receivable are reported at their net collectible amounts. We record
      allowance against any accounts receivable as to which we believe collection
      may
      be in doubt. The allowance for uncollectible accounts at September 30, 2008
      and
      December 31, 2007 was $26,447.





**Intangible
      Assets & Goodwill**


On
      June
      26, 2007, we acquired SALT. In determining the value attributed to the shares
      issued for the SALT acquisition, we were assisted by an independent third party
      who has expertise in the valuation of companies. The total consideration paid
      was $6,397,542 in excess of the fair value of the net assets acquired. The
      financial statements assume that all of the excess of the purchase price over
      the net tangible assets was allocated to Goodwill in accordance with SFAS No.
      141 *Business
      Combinations* and SFAS
      No. 142 *Goodwill
      and Other Intangible Assets* (SFAS
      142) and accordingly, no amortization expense was included in the statement
      of
      operations.




13


**Management’s
        Discussion And Analysis**
 Pinpoint
        Recovery Solutions Corp. ∙ Form
        10-Q




Under
      the
      provisions of SFAS 142, intangible assets are tested for impairment on an annual
      basis and between annual tests if an event occurs or circumstances change in
      a
      way to indicate a potential decline in the fair value of the reporting unit.
      In
      assessing the recoverability of the goodwill, we must make assumptions regarding
      estimated future cash flows and other factors to determine the fair value of
      the
      respective assets. This impairment test requires the determination of the fair
      value of the intangible asset. If the fair value of the intangible asset is
      less
      than its carrying value, an impairment loss will be recognized in an amount
      equal to the difference. If these estimates or their related assumptions change
      in the future, the Company may be required to record impairment charges for
      these assets. We re-evaluated the carrying value of the goodwill with the
      assistance of the valuation expert as of December 31, 2007 and no impairment
      loss was recognized.





**Stock
      Options and Similar Equity Instruments**


We
      are
      required to recognize expense of options or similar equity instruments issued
      to
      employees using the fair-value-based method of accounting for stock-based
      payments in compliance with SFAS No. 123(R), *Share-Based
      Payment* (SFAS
      123(R)). SFAS 123(R) covers a wide range of share-based compensation
      arrangements including share options, restricted share plans, performance-based
      awards, share appreciation rights, and employee share purchase plans.
      Application of this pronouncement requires significant judgment regarding the
      assumptions used in the selected option pricing model, including stock price
      volatility and employee exercise behavior. Most of these inputs are either
      highly dependent on the current economic environment at the date of grant or
      forward-looking over the expected term of the award. On March 16, 2007, we
      authorized our 2007 Stock Option Plan. As of September 30, 2008, we have not
      issued any options pursuant to the plan.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**


Not
      applicable.




**Item
      4T. Controls and Procedures.**


**Disclosure
      Controls and Procedures**


Our
      management is responsible for establishing and maintaining disclosure controls
      and procedures that are designed to ensure that information required to be
      disclosed in our reports under the Securities Exchange Act of 1934 (the
“Exchange Act”) is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the Securities and Exchange
      Commission (the “SEC”), and that such information is accumulated and
      communicated to our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure based closely on the definition of “disclosure controls and
      procedures” in Rule 15d-15(e) under the Exchange Act. In designing and
      evaluating the disclosure controls and procedures, management recognized that
      any controls and procedures, no matter how well designed and operated, can
      provide only reasonable assurance of achieving the desired control objectives,
      and management necessarily was required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures.





At
      the
      end of the period covered by this Quarterly Report, we carried out an
      evaluation, under the supervision and with the participation of our management,
      including our Chief Executive Officer and Chief Financial Officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures. Based upon the foregoing, our Chief Executive Officer and Chief
      Financial Officer concluded that, as of September 30, 2008, the disclosure
      controls and procedures of our Company were effective to ensure that the
      information required to be disclosed in our Exchange Act reports was recorded,
      processed, summarized and reported on a timely basis.





**Management's
      Report on Internal Control over Financial Reporting**


Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
      under the Exchange Act. Our internal control over financial reporting is
      designed to provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external purposes
      in
      accordance with generally accepted accounting principles. Our internal control
      over financial reporting includes those policies and procedures that are
      intended to:




14


Pinpoint
        Recovery Solutions Corp. ∙ Form
        10-Q


1.  Pertain
      to the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of our assets;





2.  Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being made
      only in accordance with authorizations of our management and directors;
      and





3.  Provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use, or disposition of our assets that could have a material effect
      on our financial statements.





Because
      of inherent limitations, internal control over financial reporting may not
      prevent or detect all misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      2007,
      we acquired SALT, and our subsequent operation of SALT’s business currently
      comprises our only operations. In connection with such acquisition, we adopted
      the system of financial controls and procedures of SALT as our own.
      Subsequently, we filed a registration statement under the Securities Act of
      1933, as amended; as the result of that registration statement’s effectiveness
      on February 8, 2008, we became a reporting company. Although SALT was not a
      public reporting company, we believe that the experience and skills of SALT
      management (whom we retained as our Chief Executive Officer and President,
      and
      our Chief Operating Officer and Executive Vice President) and our other
      accounting personnel, in light of the scope and nature of the operations of
      the
      SALT business, provide us with procedures and internal controls over financial
      reporting that are effective. We believe that our controls and procedures ensure
      that information required to be disclosed in our periodic filings under the
      Exchange Act is accumulated and communicated to our management to allow timely
      decisions regarding required disclosure, and that all transactions are recorded,
      accumulated and processed to permit the preparation of financial statements
      in
      accordance with generally accepted accounting principles on a timely basis
      to
      allow compliance with our reporting obligations under the Exchange Act. In
      making this assessment, management used the criteria set forth by the Committee
      of Sponsoring Organizations of the Treadway Commission in Internal
      Control-Integrated Framework.





The
      foregoing report shall not be deemed to be filed for purposes of Section 18
      of
      the Exchange Act or otherwise subject to the liabilities of that
      section.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial
      reporting.





**Changes
      in Internal Control Over Financial Reporting**


We
      remediated the issues noted in our 10-K filed on May 13, 2008 so that as of
      September 30, 2008, we believe that our controls over financial reporting are
      effective to ensure that the information required to be disclosed in our
      Exchange Act reports was recorded, processed, summarized and reported on a
      timely basis.


15




Pinpoint
      Recovery Solutions Corp. ∙ Form
      10-Q





**PART
      II-OTHER INFORMATION**


**Item
      1. Legal Proceedings.**


We,
      our
      subsidiaries and our property are not a party to any pending legal
      proceeding.





**Item
      1A. Risk Factors.**


Not
      applicable.





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


There
      were no unregistered sales of equity securities during the quarter ended
      September 30, 2008.





**Item
      3. Defaults Upon Senior Securities.**


None.





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


We
      did
      not submit any matter to a vote of our stockholders during the quarter ended
      September 30, 2008.





**Item
      5. Other Information.**


None.





**Item
      6. Exhibits.**


31.1
            
            Certifications
                of Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            
            Certifications
                of Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.2
            
            Certification
                of Chief Financial Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002


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




**Pinpoint
                Recovery Solutions Corp.**Date
            SignatureNovember
                14, 2008
            /S/
                KEVIN CAPPOCKKevin
                Cappock, Chief Executive Officer(principal
                executive officer) and DirectorNovember
                14, 2008
            /S/
                JON D. LESLIEJon
                D. Leslie, Chief Financial Officer(principal
                financial and accounting officer)




17