U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q  (Mark One)  SQuarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2008£Transition Report under Section 13 or 15(d) of the Exchange ActFor the Transition Period from ________to __________ Commission File Number: 0-25997  Knickerbocker Capital Corp. (Exact Name of Registrant as Specified in its Charter)  Nevada54-1059107(State of other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)  69930 Highway 111, Suite 108Rancho Mirage, CA92270(Address of principal executive offices)(Zip Code)  Registrant's Phone: (760) 219-2776  Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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, a non-accelerated filer, or a smaller reporting company.  Large accelerated filer   £ Accelerated filer £ Non-accelerated filer     £ Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes S  No £  As of June 30 2008, the issuer had 2,001,350 shares of common stock issued and outstanding.    TABLE OF CONTENTSPagePART I  FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operation8Item 3.Quantitative and Qualitative Disclosures about Market Risk10Item 4.Controls and Procedures10PART II  OTHER INFORMATIONItem 1.Legal Proceedings12Item 1A.Risk Factors12Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13Item 3.Defaults Upon Senior Securities13Item 4.Submission of Matters to a Vote of Security Holders13Item 5.Other Information13Item 6.Exhibits13   2   ITEM 1. Financial Statements  Financial Statements for 3 month period ended June 30, 2008 have been prepared by the Management Group of Knickerbocker Capital Corp.  Knickerbocker Capital Corp.
(A Development Stage Company)
BALANCE SHEET  ASSETSJune 30, 2008December 31, 2007CURRENT ASSETS:Deposit Cash/New Business Oper.$0$0Total Current Assets00FIXED ASSETS: (Note 3)Property/Equipment Less00Accumulated Depreciation00Net Fixed Assets00TOTAL ASSETS$0$0LIABILITIES & SHAREHOLDERS' EQUITYCurrent Liabilities: (Note 4)Accrued Interest$4,500$4,500Accrued Salaries- Officers/Directors00Total Current Liabilities4,5004,500Long Term Liabilities:Convertible Note- Related Party52,83552,835TOTAL LIABILITIES57,33557,335SHAREHOLDERS' EQUITY (NOTE 1)1,000 shares authorized; -0- shares issued and outstanding00Common stock, par value $ .001; 99,999,000 shares authorized; issued & outstanding 2,001,3502,0012,001Paid-in capital350,218350,218Retained earnings <Accum. Deficit><409,554><409,554>Total Stockholders' Equity<57,335><57,335>TOTAL LIABILITIES & STOCKHOLDER'S DEFICIT$0$0  The accompanying notes are an integral part of these financial statements.  3   Knickerbocker Capital Corp.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ending June 2008 & 2007  June 30,
2007June 30,
2008Misc. Income$-0-$-0-Operating Expenses:Interest Expense-0--0-Admin Support-0--0-Depreciation (Note 3)-0--0-Misc. Expenses-0--0-New Business Development Expenses-0--0-Computer Services/Software Systems-0--0-Total Operating Expenses-0--0-Income (Loss) From Operations-0--0-Other Income/ (Expense):
Misc. Other Income/ (Expense)-0--0-Credit/ Other Income-0--0-Total Net Other Income-0--0-Net Income (Loss)$-0-$-0-Per share information:Basic (Loss) per common share0.0000.000Basic weighted average numberCommon Stock shares outstanding2,001,3502,001,350Diluted (Loss) per common share$0.000$0.000Diluted weighted average numberCommon Stock shares outstanding2,001,3502,001,350  The accompanying notes are an integral part of these financial statements.  4   Knickerbocker Capital Corp.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ending June 30, 2008 and 2007  20082007CASH FLOWS FROM OPERATING ACTIVITIES:Income <Loss> From Operations*A$-0-$-0-TRANSACTIONS NOT REQUIRING CASH:Depreciation (NOTE 3)-0--0-Total transactions not requiring cashA-0--0-CASH PROVIDED (USED) DUE TO CHANGES IN:Current/Fixed Assets decrease/<increase>-0--0-Current liabilities/(decrease)/increaseIncrease/Decrease Operating Expenses-0--0-Increase NP Cash Advances/New Business-0--0-Incr/Decr Other Current Liabilities-0--0-Increase NP Misc. Items-0--0-Total Net Increase Current Liabilities-0--0-Decrease Long Term Liability-0--0-Total Incr/(Decr.) Current/Long Term LiabilitiesA-0--0-Net cash provided/(used) Operating ActivitiesA-0--0-Cash Flows from Investing Activities:A-0--0-Cash Flows from Financing Activities:A-0--0-Net Cash Increase(Decrease) = TOTAL OF A LINES-0--0-Cash, Beginning of period-0--0-Cash, End of period$-0-$-0-  The accompanying notes are an integral part of these financial statements.   5   Knickerbocker Capital Corp.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended June 30, 2008 GENERAL:
The condensed consolidated financial statements of Knickerbocker Capital Corp. included herein, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, Knickerbocker Capital Corp. believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements for the three month period ended June 30, 2008 should be read in conjunction with the financial statements and notes thereto included in this report.  The condensed consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation.  The Company has not commenced operations and has no working capital.  NOTE 1 - ORGANIZATION AND BUSINESS PLAN:  Knickerbocker Capital Corporation, (the Company) incorporated in the State of
Colorado on February 24, 1987 for the purpose of acquiring an interest in
unspecified business opportunities through mergers or acquisitions. On
February 25, 2004, the Company merged with Knickerbocker Capital Corporation
(a Nevada entity) for the purpose of changing its domicile from Colorado to
Nevada. The Company has not commenced operations and has no working capital.  The Company's articles initially authorized 500,000,000 shares of preferred
stock and 500,000,000 shares of common stock, both at a par value of $0.001
per share.    No preferred stock shares have been issued and none are outstanding as of
June  30, 2008.  Common stock shares issued and outstanding as of June  30, 2008 were
2,001,350. 6  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  CASH AND EQUIVALENTS  The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was paid for
interest for the six months ended June  30, 2008.  LOSS PER COMMON SHARE  Loss per common share is computed by dividing the net loss for the period by
the weighted average number of shares outstanding for the periods presented.
The Company's convertible debt (Note 4) is a potentially dilutive security,
but does not impact the computation of fully diluted EPS because its effect
would be antidilutive. Accordingly, basic earnings per share and fully
diluted earnings per share are the same.  USE OF ESTIMATES  The preparation of the accompanying financial statements, in conformity with
accounting principles generally accepted 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 expenses during the reporting periods. Actual results
could differ from those estimates.  INCOME TAXES  Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities from a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date. The
Company has not yet commenced an active trade or business, therefore, the
Company did not provide any current or deferred federal or state income tax
provision or benefit for any of the periods presented because to date, it has
experienced operating losses. The Company has a federal net operating loss
carryforward of approximately $408,000 expiring in the years 2010 through
2026.  The tax benefit of the losses, based on an effective tax rate of 35%,
is approximately $143,000 and has been fully offset by a valuation allowance,
which increased by $490 and $0 during the six months ended June  30, 2008 and
2007, respectively.  NOTE 3 - STOCKHOLDERS' EQUITY:  On March 21, 2000, a 10,000 for 1 reverse split was made on the 261,200,000
shares of common stock issued and outstanding, resulting in 26,120 shares of
common stock issued and outstanding.

On April 15, 2000, 173,880 shares of common stock were issued at the stated
par value of $0.001 per share for services rendered to the Company by
officers/directors and an outside consultant, resulting in total common
shares issued and outstanding of 200,000.

On August 16, 2005, a 10 for 1 forward split was made on the 200,000 shares
of common stock issued and outstanding. The rounding of fractional shares
resulted in 2,001,350 shares of common stock issued and outstanding at June
30, 2008.

Prior period financial statements have been restated to reflect this
transaction as if it had occurred as of the first date shown.  NOTE 4 - CURRENT LIABILITIES:  The $50,000 balance at June  30, 2008 represents accruals of $10,000 per year
for management services rendered during 1995, 1996, 1997, 1998, and 1999.  In
December 1999, the accruals were converted into a non-interest bearing
convertible promissory note, convertible at a rate of $.05/cents per share at
the option of the holder for a total of 1,000,000 shares of common stock.  If
not sooner converted into common stock, the principal amount is due December
31, 2006.  Since the accruals were for services rendered in the normal course
of business and there was no cash outlay, interest has not been imputed on
the note.


The Company's officers and directors have resolved to provide for various
minimal operating expenses incurred by the Company without repayment until
such time that a merger candidate is found.  NOTE 5. GOING CONCERN AND INCIDENTAL COSTS:  The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  However,
the Company has incurred losses since its inception and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.  Unanticipated costs and expenses or the inability to generate
revenues could require additional financing, which would be sought through
bank borrowings, or equity or debt financing.  To the extent financing is not
available, the Company may not be able to, or may be delayed in, developing
its business purpose.  The accompanying financial statements do not reflect
any adjustments that might result from the outcome of these uncertainties.

Incidental costs to maintain the legal registration of the Company in the
State of Nevada and with the Securities and Exchange Commission have been
paid or assumed by the current officers and directors.

The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate.  Costs incurred on these efforts
will continue to be borne/paid by the Officers/Directors of the Company in
the form of loans/advances or the issuance of stock.  7   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.  These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.  Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.   The Company has not commenced operations and has no working capital.  8   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS   The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.  RESULTS OF OPERATIONS  For the six months ended June  30, 2008 and 2007, Knickerbocker did not
receive any revenues from operations.

General and administrative expenses for the three months ended June  30, 2008
and 2007 were $0 and $0, respectively, and $0 and $0 for the six months
ended June  30, 2008 and 2007, respectively, resulting in a loss from
operations of $0 and $0 for the six months ended June  30, 2008 and 2007,
respectively.  LIQUIDITY AND CAPITAL RESOURCES  Knickerbocker does not expect to purchase any plant or significant equipment.

Other than incidental costs mentioned previously in Financial Note 5 that
pertain to maintaining the Company's legal registration, there are no major
cash requirements.

For the six months ended June  30, 2008 and 2007, Knickerbocker did not pursue
any investing or financing activities.  9   CRITICAL ACCOUNTING POLICIES  In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company is not exposed to market risk related to interest rates or foreign currencies.  CONTROLS AND PROCEDURES  ITEM 4.  CONTROLS AND PROCEDURES   ITEM
4.  CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures  As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the 1934
Act), as of June 30, 2008, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures.
 This evaluation was carried out under the supervision and with the
participation of our Chief Executive Officer (our principal executive officer)
and our Chief Financial Officer (our principal financial officer), who
concluded, that because of the material weakness in our internal control over
financial reporting (ICFR) described below, our disclosure controls and
procedures were not effective as of June 30, 2008.  Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.  Internal Control Over Financial Reporting  Our
management is also responsible for establishing ICFR as defined in Rules
13a-15(f) and 15(d)-15(f) under the 1934 Act.  Our ICFR are intended to be
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Our ICFR are
expected to include those policies and procedures that management believes are
necessary that:  10   (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company;  (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and our directors; and  (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.  Management recognizes that there are inherent limitations in the
effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect of financial
statement preparation and may not prevent or detect misstatements. In addition,
effective internal control at a point in time may become ineffective in future
periods because of changes in conditions or due to deterioration in the degree
of compliance with our established policies and procedures.  As of
June 30, 2008, management assessed the effectiveness of our ICFR based on the
criteria for effective ICFR established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and SEC guidance on conducting such assessments by smaller
reporting companies and non-accelerated filers.  Based
on that assessment, management concluded that, during the period covered by this
report, such internal controls and procedures were not effective as of June 30,
2007 and that material weaknesses in ICFR existed as more fully described below.  As
defined by Auditing Standard No. 5, An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments, established by the Public Company
Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or
combination of deficiencies that results more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses as of Dec. 31, 2007:  (1) Lack of an independent audit committee. Although we have an audit
committee it is not comprised solely of independent directors.  We may
establish an audit committee comprised solely of independent directors when we
have sufficient capital resources and working capital to attract qualified
independent directors and to maintain such a committee.  (2) Inadequate staffing and supervision within our bookkeeping
operations. The relatively small number of people who are responsible for
bookkeeping functions prevents us from segregating duties within our internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the ultimate identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews which may result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial statements and
related disclosures as filed with the Securities and Exchange Commission.  11   (3) Insufficient number of independent directors.  At the present
time, our Board of Directors does not consist of a majority of independent
directors, a factor that is counter to corporate governance practices as set
forth by the rules of various stock exchanges.  Our
management determined that these deficiencies constituted material weaknesses.
 Due to a lack of financial and personnel resources, we are not able to,
and do not intend to, immediately take any action to remediate these material
weaknesses.  We will not be able to do so until we acquire sufficient
financing and staff to do so.  We will implement further controls as
circumstances, cash flow, and working capital permit.  Notwithstanding the
assessment that our ICFR was not effective and that there were material
weaknesses as identified in this report, we believe that our consolidated
financial statements contained in our Quarterly Report on form 10-Q for the
quarter year ended June 30, 2008, fairly present our financial position,
results of operations and cash flows for the years covered thereby in all
material respects.  There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.  PART II OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  The Company is not a party to any legal proceedings.  ITEM 1A. RISK FACTORS  There are no material changes in the risk factors set forth in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year-ended December 31, 2007.  12   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  There were no sales of unregistered equity securities during the covered time period.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.  ITEM 5. OTHER INFORMATION  None.  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The following documents are included or incorporated by reference as exhibits to this report:  Exhibit NumberDescription31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (b)   REPORTS ON FORM 8-K  None.   13   SIGNATURES  In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 18, 2009  Knickerbocker Capital Corp.RegistrantBy: /s/ Dempsey Mork____Dempsey Mork
      Chairman of the Board
      Chief Executive Officer     14