UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q



(Mark one)

[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934


     For the quarterly period ended June 30, 2008

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934


     For the transition period from ______________ to _____________



                       Commission File Number: 2-93231-NY

                        Fashion Tech International, Inc.
        (Exact name of small business issuer as specified in its charter)

        Nevada                                              87-0395695
----------------------                             ---------------------------
(State of incorporation)                              (IRS Employer ID Number)

                     12890 Hilltop Road, Argyle, TX 76226
                     ------------------------------------
                   (Address of principal executive offices)

                                 (972) 233-0300
                                 --------------
                           (Issuer's telephone number)




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

       Large accelerated filer        Accelerated filer

       Non-accelerated filer          Smaller reporting company    X


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES [X] NO [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 5, 2008: 2,873,036
                                          -------------------------

Transitional Small Business Disclosure Format (check one):    YES [ ]   NO  [X]




<PAGE>

                        Fashion Tech International, Inc.

                  Form 10-Q for the Quarter ended June 30, 2008

                                Table of Contents


                                                                            Page
Part I - Financial Information

  Item 1 - Financial Statements                                                3

  Item 2 - Management's Discussion and Analysis or Plan of Operation          12

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk         14

  Item 4 - Controls and Procedures                                            14

Part II - Other Information

  Item 1 - Legal Proceedings                                                  14

  Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds        14

  Item 3 - Defaults Upon Senior Securities                                    15

  Item 4 - Submission of Matters to a Vote of Security Holders                15

  Item 5 - Other Information                                                  15

  Item 6 - Exhibits                                                           15

Signatures                                                                    15













                                       2
<PAGE>

Part I
Item 1 - Financial Statements

                        Fashion Tech International, Inc.
                          (a development stage company)
                                 Balance Sheets
                        June 30, 2008 and March 31, 2008






                                                   (Unaudited)  (Audited)
                                                    June 30,    March 31,
                                                      2008         2008
                                                   ---------    ---------
                                     ASSETS
                                     ------
Current Assets
  Cash on hand and in bank                         $    --      $    --
                                                   ---------    ---------

    Total Assets                                   $    --      $    --
                                                   =========    =========



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current Liabilities
  Accounts payable - trade                         $   5,889    $   2,058
  Working capital advances from related party          3,703        1,034
                                                   ---------    ---------

    Total Liabilities                                  9,592        3,092
                                                   ---------    ---------


Commitments and Contingencies


Stockholders' Equity (Deficit)
  Preferred stock - $0.001 par value
    5,000,000 shares authorized.
    None issued and outstanding                         --           --
  Common stock - $0.001 par value.
    120,000,000 shares authorized.
    2,873,036 shares issued and outstanding            2,873        2,873
  Additional paid-in capital                         617,248      617,248
  Accumulated deficit                               (413,549)    (413,549)
  Deficit accumulated during the development stage  (216,164)    (209,664)
                                                   ---------    ---------

    Total Stockholders' Equity (Deficit)              (9,592)      (3,092)
                                                   ---------    ---------

    Total Liabilities and
      Stockholders' Equity (Deficit)               $    --      $    --
                                                   =========    =========







The financial information presented herein has been prepared by management
        without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.




                                       3
<PAGE>
<TABLE>
<CAPTION>



                        Fashion Tech International, Inc.
                          (a development stage company)
                            Statements of Operations
                  Three months ended June 30, 2008 and 2007 and
                  Period from April 1, 1985 (date of reentry to
                    development stage) through June 30, 2008

                                   (Unaudited)

                                                                        Period from
                                                                       April 1, 1985
                                                                     (date of reentry
                                                                      to development
                                         Three months   Three months     stage)
                                             ended          ended       through
                                           June 30,       June 30,      June 30,
                                             2008           2007          2008
                                         -----------    -----------    -----------
<S>                                      <C>            <C>            <C>
Revenues                                 $      --      $      --      $      --
                                         -----------    -----------    -----------

Operating expenses
  General and administrative costs             6,500          4,045        215,740
                                         -----------    -----------    -----------

  Total operating expenses                     6,500          4,045        215,740
                                         -----------    -----------    -----------

Loss from operations                          (6,500)        (4,045)      (215,740)

Other Income (Expense)
  Interest expense                              --              (27)        (2,368)
  Gain on disposition of assets                 --             --            1,944
                                         -----------    -----------    -----------
  Total other income (expense)                  --              (27)          (424)
                                         -----------    -----------    -----------

Loss before provision for income taxes        (6,500)        (4,072)      (216,164)

Provision for income taxes                      --             --             --
                                         -----------    -----------    -----------

Net loss                                 $    (6,500)   $    (4,072)   $  (216,164)
                                         ===========    ===========    ===========


Loss per weighted-average share
  of common stock outstanding,
  computed on net loss - basic
  and fully diluted                      $     (0.00)   $     (0.01)
                                         ===========    ===========

Weighted-average number of shares
  of common stock outstanding -
  basic and fully diluted                  2,873,036        359,108
                                         ===========    ===========


The financial information presented herein has been prepared by management
        without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.



                                       4
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                            Statements of Cash Flows
                  Three months ended June 30, 2008 and 2007 and
                  Period from April 1, 1985 (date of reentry to
                    development stage) through June 30, 2008

                                   (Unaudited)

                                                                                      Period from
                                                                                    April 1, 1985
                                                                                  (date of reentry
                                                                                   to development
                                                  Three months     Three months         stage)
                                                     ended            ended            through
                                                    June 30,         June 30,          June 30,
                                                     2008              2007              2008
                                                   ---------         ---------         ---------
Cash Flows from Operating Activities
  Net loss for the period                          $  (6,500)        $  (4,072)        $(216,164)
  Adjustments to reconcile net loss
    to net cash provided by
    operating activities
      Non-cash expenses                                 --                 (27)           51,669
      Increase in accounts payable-trade               3,831             2,365             3,945
      Increase in accrued interest payable
        on advances from affilates                      --                --                 699
                                                   ---------         ---------         ---------

Net cash used in operating activities                 (2,669)           (1,680)         (159,851)
                                                   ---------         ---------         ---------


Cash Flows from Investing Activities                    --                --                --
                                                   ---------         ---------         ---------


Cash Flows from Financing Activities
  Working capital advances from related party          2,669             1,680            62,871
  Proceeds from notes payable                           --                --              22,000
  Proceeds from sale of common stock                    --                --             470,000
  Payment of common stock dividend                      --                --            (395,020)
                                                   ---------         ---------         ---------

Net cash provided by financing activities              2,669             1,680           159,851
                                                   ---------         ---------         ---------

Increase in Cash                                        --                --                --

Cash at beginning of period                             --                --                --
                                                   ---------         ---------         ---------

Cash at end of period                              $    --           $    --           $    --
                                                   =========         =========         =========


Supplemental Disclosure of
  Interest and Income Taxes Paid
    Interest paid during the period                $    --           $    --           $    --
                                                   =========         =========         =========
    Income taxes paid during the period            $    --           $    --           $    --
                                                   =========         =========         =========


</TABLE>

The financial information presented herein has been prepared by management
        without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.



                                       5
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                          Notes to Financial Statements
                             June 30, 2008 and 2007



Note A - Background and Description of Business

Fashion Tech International, Inc. ("the Company") was organized under the laws of
the State of Utah on April 22, 1983 under the name Portofino Investment, Inc. In
April 1999, the Company changed its domicile from the State of Utah to the State
of Nevada through a merger with Fashion Tech International,  Inc., a corporation
formed specifically to facilitate the change in domicile.

For the past several  years,  the Company has been  inactive,  has had no active
business  operations  and,  accordingly,  is considered to have  re-entered  the
development stage as defined in Statement of Financial  Accounting Standards No.
7 on April 1, 1985.

Our  current  business  plan is to seek to identify a  privately-held  operating
company  desiring to become a publicly  held company by merging with the Company
through a reverse merger or acquisition.


Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with generally
accepted  accounting  principles  and has  established a year-end for accounting
purposes of March 31.

The preparation of 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 revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB containing the Company's
financial  statements  for the  year  ended  March  31,  2008.  The  information
presented  within  these  interim  financial  statements  may  not  include  all
disclosures  required by generally accepted accounting  principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions for Form 10-Q, are unaudited and contain all material  adjustments,
consisting only of normal recurring  adjustments necessary to present fairly the
financial condition, results of operations and cash flows of the Company for the
respective interim periods  presented.  The current period results of operations
are not necessarily  indicative of results which ultimately will be reported for
the full fiscal year ending March 31, 2009.


Note C - Going Concern Uncertainty

The Company has been inactive since 1985, has no cash on hand, no assets and has
a  business  plan  with  inherent  risk.  Because  of  these  factors,  there is
substantial doubt about our ability to continue as a going concern.



                                       6
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             June 30, 2008 and 2007



Note C - Going Concern Uncertainty - Continued

The Company's majority stockholder maintains the corporate status of the Company
and has provided all nominal  working  capital  support on the Company's  behalf
since reentering  development  stage on April 1, 1985.  Because of the Company's
lack of operating  assets,  its continuance is fully dependent upon the majority
stockholder's  continuing support.  The majority stockholder intends to continue
the funding of nominal necessary expenses to sustain the corporate entity.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis. Further, the Company faces considerable risk in it's business plan
and a potential  shortfall of funding due to our  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company's  business plan is to seek an  acquisition or merger with a private
operating   company  which  offers  an  opportunity   for  growth  and  possible
appreciation of our stockholders'  investment in the then issued and outstanding
common stock.  However,  there is no assurance  that the Company will be able to
successfully  consummate  an  acquisition  or merger  with a  private  operating
company or, if  successful,  that any  acquisition  or merger will result in the
appreciation  of our  stockholders'  investment in the then  outstanding  common
stock.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
5,000,000  million shares of preferred  stock and  120,000,000  shares of common
stock.  The Company's  ability to issue  preferred stock may limit the Company's
ability to obtain debt or equity financing as well as impede potential  takeover
of the Company, which takeover may be in the best interest of stockholders.  The
Company's  ability to issue these  authorized  but unissued  securities may also
negatively  impact our ability to raise  additional  capital through the sale of
our debt or equity securities.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.



                                       7
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             June 30, 2008 and 2007



Note D - Summary of Significant Accounting Policies - Continued

2.   Reorganization costs
     --------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities" whereby all costs incurred
     with the  incorporation  of the  Company  were  charged  to  operations  as
     incurred.

3.   Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At June 30, 2008 and 2007,  the deferred tax asset and deferred tax
     liability accounts,  as recorded when material to the financial statements,
     are  entirely the result of temporary  differences.  Temporary  differences
     represent  differences in the recognition of assets and liabilities for tax
     and  financial  reporting  purposes,   primarily  the  net  operating  loss
     carryforward.

     As of June 30,  2008 and  2007,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

4.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     As of June 30, 2008 and 2007,  and subsequent  thereto,  the Company had no
     outstanding stock warrants,  options or convertible  securities which could
     be considered as dilutive for purposes of the loss per share calculation.

5.   Pending Accounting Pronouncements
     ---------------------------------

     The Company is of the opinion that any pending  accounting  pronouncements,
     either in the adoption  phase or not yet  required to be adopted,  will not
     have a significant impact on the Company's financial position or results of
     operations.

6.   Restatement
     -----------

     The  accompanying  financial  statements have been restated for all periods
     presented to reflect a 1-for-10 reverse stock split effected by the Company
     on June 19, 2008 (see Note G).


Note E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.



                                       8
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             June 30, 2008 and 2007



Note E - Fair Value of Financial Instruments - Continued

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


Note F - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the three  month
periods ended June 30, 2008 and 2007 and for the period from April 1, 1985 (date
of reentry to development stage) through June 30, 2008 is as follows:

                                                              Period from
                                                             April 1, 1985
                                                           (date of reentry
                                                            to development
                         Three months      Three months         stage)
                             ended             ended           through
                           June 30,          June 30,          June 30,
                             2008              2007              2008
                           -------           -------           -------
      Federal:
        Current            $  --             $  --             $  --
        Deferred              --                --                --
                           -------           -------           -------
                              --                --                --
                           -------           -------           -------
      State:
        Current               --                --                --
        Deferred              --                --                --
                           -------           -------           -------
                              --                --                --
                           -------           -------           -------

        Total              $  --             $  --             $  --
                           =======           =======           =======

As of June 30,  2008,  the  Company had a net  operating  loss  carryforward  of
approximately   $81,000  to  offset  future  taxable  income.   The  amount  and
availability  of any net  operating  loss  carryforwards  will be subject to the
limitations  set forth in the Internal  Revenue Code. Such factors as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of any net operating loss carryforward(s).




                (Remainder of this page left blank intentionally)





                                       9
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             June 30, 2008 and 2007



Note F - Income Taxes - Continued

The  Company's  income tax expense for the each of the three month periods ended
June 30, 2008 and 2007 and for the period from April 1, 1985 (date of reentry to
development stage) through June 30, 2008 is as follows:

                                           Three months   Three months
                                               ended          ended
                                             June 30,       June 30,
                                               2008           2007
                                             -------        -------
Statutory rate applied to
  income before income taxes                 $(2,200)       $(1,400)
Increase (decrease) in income
  taxes resulting from:
    State income taxes                          --             --
    Other, including reserve for
    deferred tax asset and application
    of net operating loss carryforward         2,200          1,400
                                             -------        -------

Income tax expense                           $  --          $  --
                                             =======        =======

The Company's only temporary  differences as of June 30, 2008 and 2007 relate to
the Company's net operating loss. Accordingly,  any deferred tax asset, as fully
reserved, or liability,  if any, as of June 30, 2008 and 2007 is not material to
the accompanying financial statements.


Note G - Capital Stock Transactions

In April 1999, as a result of the merger with Fashion Tech  International,  Inc.
to effect the redomicile of the Company from Utah to Nevada, the Company amended
its Articles of  Incorporation  to change the par value of the Company's  common
stock from $0.005 per share to $0.001 per share and to authorize the issuance of
up to 5,000,000 shares of preferred stock with a par value of $0.001.

In April 1999,  the Company  authorized a 100-for-1  reverse  stock  split.  The
results of this action are presented in the accompanying financial statements as
of the first day of the first period presented.

In June 1999,  the Company  issued  3,000,000  pre-July 19, 2008  reverse  split
shares (300,000 post-July 19, 2008 reverse split shares) of common stock for the
conversion of a $22,000 note payable and $434 of accrued interest.

On June 19, 2008,  the Company  effected a 1-for-10  reverse  stock split of its
then  issued  and  outstanding  shares of $0.001  par value  common  stock.  Any
fractional  shares  resulting from the reverse split were rounded up to the next
whole share and no  fractional  shares were issued.  This  reverse  split action
reduced  the  number  of  issued  and  outstanding  shares  from  28,728,656  to
2,873,036.  The  effect of this  action  is  accounted  for in the  accompanying
financial statements as of the first day of the first period presented.

In October,  2007,  the Company  entered into a Stock  Purchase  Agreement  with
Halter Financial Investments,  L.P., a Texas limited partnership  ("Purchaser"),
dated as of October 18, 2007 (the "Stock Purchase Agreement"), pursuant to which
the Company  agreed to sell to  Purchaser  25,137,574  pre-July 19, 2008 reverse
split,  restricted,  unregistered shares (2,513,758  post-July 19,. 2008 reverse
split  shares)  of the  Company's  common  stock for  $400,000  cash.  The Stock
Purchase Agreement also required the Company's Board of Directors to declare and
pay a special cash  dividend of $0.11 per pre-July 18, 2008 reverse  split share
($1.10 per post-July 18, 2008 reverse split share) to the Company's stockholders
of record on October 29, 2007 with a payment date of October 31, 2007. The funds
for the  dividend  came from the  $400,000  proceeds  received  from the sale of
common stock described herein.



                                       10
<PAGE>

                        Fashion Tech International, Inc.
                          (a development stage company)
                    Notes to Financial Statements - Continued
                             June 30, 2008 and 2007



Note G - Common Stock Transactions - Continued

The Agreement  closed and funded on October 30, 2007, and all matters  described
therein were consummated.  The Purchaser currently holds 2,513,758  post-reverse
split shares or 87.5% of the  2,873,036  post-July 18, 2008 reverse split shares
of the Company's common stock presently  outstanding following the completion of
all matters referred to above. As such, the Stock Purchase Agreement resulted in
a change of control of the Company and the Purchaser did not  participate in the
aforementioned special dividend.


Note H - Capital Contributions

During the years ended March 31, 2008 and 2007,  respectively  a stockholder  of
the Company  forgave  unsecured  advances  payable  and accrued  interest in the
amounts  totaling  $36,707  and  $10,089.  In  accordance  with AICPA  Technical
Practice  Aids,  Practice  Alert  00-1,  the  forgiveness  has been  credited to
Additional paid-in capital in the accompanying financial statements.


Note I - Related Party Transactions

Management  Compensation  - Management and  supervision of the Company  requires
less than four (4) hours per month.  Accordingly,  during the years  ended March
31, 2008 and 2007, and subsequent  thereto,  the Company did not pay,  accrue or
impute any compensation to any officer or director of the Company.

Office Space - The Company does not rent or otherwise  require  office space.  A
stockholder of the Company is providing a mailing address at no expense as these
offices are used by the stockholder for other full-time business activities.

Advances  from  Related  Party - During the years ended March 31, 2008 and 2007,
respectively,  a stockholder of the Company had no additional  advances.  During
the year ended March 31, 2008, this stockholder forgave advances of $25,350. Due
to the related party nature of the debt, the Company recorded the forgiveness as
a contribution to capital on the forgiveness date.

During the years  ended  March 31,  2008 and 2007,  another  stockholder  of the
Company had loaned a total of $11,225 and $9,565, respectively,  to the Company.
The  advances  were due on demand and bore  interest at 10% per annum.  Interest
expense for the years  ended March 31, 2008 and 2007  amounted to $132 and $524,
respectively.  During the years ended March 31, 2008 and 2007, this  stockholder
forgave   advances   and  accrued   interest   totaling   $11,357  and  $10,089,
respectively.  Due to the related party nature of the debt, the Company recorded
the forgiveness as a contribution to capital on the forgiveness date.

As of June 30, 2008 and March 31, 2008, respectively,  the Company's controlling
stockholder has advanced the Company an approximate aggregate $3,700 and $1,000.
These advances are non-interest bearing and repayable upon demand.



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<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  Caution Regarding Forward-Looking Information


Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned
not to place undue  reliance  on such  forward-looking  statements.  The Company
disclaims any obligation to update any such factors or to publicly  announce the
result  of any  revisions  to any of the  forward-looking  statements  contained
herein to reflect future events or developments.

(2) Plan of Operations

The Company had no revenue for either of the three month  periods ended June 30,
2008 or 2007.

General and  administrative  expenses for each of the three month  periods ended
June 30, 2008 and 2007 were directly related to maintaining the corporate entity
and maintaining compliance with the Securities Exchange Act of 1934, as amended.
Future  expenditure  levels may increase as the Company  intends to fully comply
with it's periodic reporting requirements.

Earnings per share for the  respective  three month  periods ended June 30, 2008
and 2007 were $(0.00) and $(0.01)  based on the  weighted-average  shares issued
and  outstanding  at the end of each  respective  period,  as  adjusted  for the
cumulative effect of our reverse stock splits.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At June 30, 2008 and 2007,  the Company  had  working  capital of  approximately
$(9,600)  and  $(31,047).  Approximately  $27,000  of  unsecured  related  party
advances and related accrued  interest payable at June 30, 2007 were forgiven at
March 31, 2008 and credited to additional paid-in capital.

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

Plan of Business

General

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does



                                       12
<PAGE>

not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  stockholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

(3)  Liquidity and Capital Resources

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional  future funding.  Should this pledge fail to provide  financing,  the
Company has not  identified  any  alternative  sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.



                                       13
<PAGE>

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

(4)  Critical Accounting Policies

Our financial  statements and related public financial  information are based on
the application of accounting principles generally accepted in the United States
("GAAP").  GAAP  requires  the  use of  estimates;  assumptions,  judgments  and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities,  revenue and expense amounts reported. These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use if estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

Our  significant  accounting  policies are summarized in Note D of our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on  our  results  of  operations,
financial position or liquidity for the periods presented in this report.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The  Company  may be subject  to  certain  market  risks,  including  changes in
interest  rates and currency  exchange  rates.  At the present time, the Company
does not undertake any specific actions to limit those exposures.


Item 4 - Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

   Under the supervision and with the participation of our management, including
   our principal executive officer and principal financial officer, we conducted
   an  evaluation of our  disclosure  controls and  procedures,  as such term is
   defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
   1934,  as  amended  (Exchange  Act),  as of  June  30,  2008.  Based  on this
   evaluation,  our principal  executive officer and principal financial officer
   concluded  that our  disclosure  controls  and  procedures  are  effective in
   alerting  them on a timely  basis to  material  information  relating  to our
   Company  required to be included in our reports filed or submitted  under the
   Exchange Act.

(b) Changes in Internal Controls

   There were no significant  changes (including  corrective actions with regard
   to significant  deficiencies or material weaknesses) in our internal controls
   over financial reporting that occurred during the quarter ended June 30, 2008
   that has materially  affected,  or is reasonably likely to materially affect,
   our internal control over financial reporting.


Part II - Other Information

Item 1 - Legal Proceedings

   None

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

   None



                                       14
<PAGE>

Item 3 - Defaults upon Senior Securities

   None

Item 4 - Submission of Matters to a Vote of Security Holders

     The Company neither held a regularly scheduled meeting nor called a special
meeting of stockholders during the reporting period.

Item 5 - Other Information

   None

Item 6 - Exhibits

 31.1  Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of 2002
 32.1  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002


--------------------------------------------------------------------------------


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                Fashion Tech International, Inc.


Dated: August 5, 2008                               /s/ Richard Crimmins
       --------------                       ------------------------------------
                                                                Richard Crimmins
                                             President, Chief Executive Officer,
                                       Chief Financial Officer and Sole Director











                                       15