UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549









FORM
10-Q


(Mark
One)





[
      X ]
            QUARTERLY
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended     May 31,
2008





[    ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from _______________ to _______________





Commission
file number 000-53008








KUSHI
      RESOURCES INC.(Exact
      name of registrant as specified in its
charter)








Nevada
            00-0000000(State
      or other jurisdiction of incorporation or
    organization)
            (I.R.S.
      Employer Identification No.)2215 South West Marine Drive, Vancouver, British
      Columbia, Canada
            V6P 6C1(Address
      of principal executive offices)
            (Zip
      Code)604-835-9200(Registrant’s
      telephone number, including area code)n/a(Former name, former address and former fiscal
      year, if changed since last
  report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.


[
X ]
Yes         [    ]  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.





Larger
accelerated
filer                                                [     ]                                                                                                     
Accelerated filer[     ]


Non-accelerated
filer                                                     [     ]  (Do not check if a smaller reporting
company)                  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).


[
X ]
Yes         [   ]  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





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





Class
            Outstanding at July 14,
  2008common
      stock - $0.001 par value
            5,230,000






Page
- 1





PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.








KUSHI
RESOURCES INC.


(An
Exploration Stage Company)








INTERIM
FINANCIAL STATEMENTS








May
31, 2008





(Unaudited)
















IndexBalance
      Sheets
            F-1Statements of Operations
            F-2Statements
      of Cash Flows
            F-3Notes to the
      Financial Statements
            F-4










Page
- 2




KUSHI
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


BALANCE SHEETS





May
      31,
            
            
            February
      29,2008
            
            
            2008(Unaudited)ASSETSCurrent
      assets:Cash
            $
            784
            
            
            $
            1,916Total
      assets
            $
            784
            
            
            $
            1,916LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable
            $
            31,453
            
            
            $
            3,575Accrued
      administrative fees
            
            4,240
            
            
            
            3,180Accrued
      professional fees
            
            4,581
            
            
            
            7,159Due
      to related party
            
            6,014
            
            
            
            6,051Total
      liabilities
            
            46,288
            
            
            
            19,965Commitments
      and contingencies
            
            -
            
            
            
            -Stockholders'
      deficit:Common
      stock; authorized 75,000,000; $0.001 par value; 5,230,000issued
      and outstanding at May 31, 2008 and February 29, 2008
            
            5,230
            
            
            
            5,230Additional
      paid in capital
            
            51,270
            
            
            
            51,270Deficit
      accumulated during the exploration stage
            
            (102,004
            )
            
            
            (74,549
            )Total
      stockholders' deficit
            
            (45,504
            )
            
            
            (18,049
            )Total
      liabilities and stockholders' deficit
            $
            784
            
            
            $
            1,916




The
accompanying notes are an integral part of these financial
statements









F
- 1





KUSHI
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS OF OPERATIONS


(UNAUDITED)


FromThree
      Months Ended
            
            
            October
      3, 2005May
      31,
            
            
            
            
            
            (Inception)
      to2008
            
            
            2007
            
            
            May
      31, 2008Operating
      Expenses:Administrative
            $
            1,060
            
            
            $
            3,000
            
            
            $
            8,510Bank
      charges and interest
            
            20
            
            
            
            18
            
            
            
            631Donated
      rent
            
            -
            
            
            
            -
            
            
            
            4,000Donated
      services
            
            -
            
            
            
            -
            
            
            
            8,000Exploration
      and development costs
            
            12,452
            
            
            
            -
            
            
            
            22,044Professional
      fees
            
            12,848
            
            
            
            690
            
            
            
            55,919Regulatory
            
            1,075
            
            
            
            -
            
            
            
            2,900Net
      loss
            $
            (27,455
            )
            
            $
            (3,708
            )
            
            $
            (102,004
            )Net
      loss per share:Basic
      and diluted
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstanding:Basic
      and diluted
            
            5,230,000
            
            
            
            5,230,000




The
accompanying notes are an integral part of these financial
statements





F
- 2


KUSHI
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS OF CASH FLOWS


(UNAUDITED)


Three
      Months
            
            
            From
      October 3,Ended
      May 31,
            
            
            2005
      (Inception)2008
            
            
            2007
            
            
            to
      May 31, 2008Cash
      flow from operating activities:Net
      loss
            $
            (27,455
            )
            
            $
            (3,708
            )
            
            $
            (102,004
            )Adjustments
      to reconcile net loss to net cash(used
      in) provided by operating activities:Donated
      rent and services
            
            -
            
            
            
            -
            
            
            
            12,000Changes
      in operating assets and liabilities:
            
            
            
            
            
            
            
            
            
            -Accounts
      receivable
            
            -
            
            
            
            (305
            )
            
            
            -Accounts
      payable
            
            27,878
            
            
            
            6,896
            
            
            
            31,453Accrued
      administrative fees
            
            1,060
            
            
            
            (1,000
            )
            
            
            4,240Accrued
      exploration fees
            
            -
            
            
            
            (2,500
            )
            
            
            -Accrued
      professional fees
            
            (2,578
            )
            
            
            751
            
            
            
            4,581Due
      to related party
            
            (37
            )
            
            
            -
            
            
            
            6,014Net
      cash (used in) provided by operating activities
            
            (1,132
            )
            
            
            134
            
            
            
            (43,716
            )Cash
      flows from investing activities
            
            -
            
            
            
            -
            
            
            
            -Cash
      flows from financing activitiesCash
      from issuance of common stock
            
            -
            
            
            
            -
            
            
            
            49,750Cash
      paid on cancellation of common stock
            
            -
            
            
            
            -
            
            
            
            (5,250
            )Net
      cash provided by financing activities
            
            -
            
            
            
            -
            
            
            
            44,500(Decrease)
      increase in cash during the period
            
            (1,132
            )
            
            
            134
            
            
            
            784Cash,
      beginning of period
            
            1,916
            
            
            
            38,657
            
            
            
            -Cash,
      end of period
            $
            784
            
            
            $
            38,791
            
            
            $
            784Supplemental
      disclosure of cash flow information:Cash
      paid during the periodTaxes
            $
            -
            
            
            $
            -
            
            
            $
            -Interest
            $
            -
            
            
            $
            -
            
            
            $
            -




The
accompanying notes are an integral part of these financial
statements





F
- 3


KUSHI RESOURCES
INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


May
31, 2008


(UNAUDITED)








NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION




Nature
of Operations





Kushi
Resources Inc. (“Kushi”) was incorporated on October 3, 2005, under the laws of
the State of Nevada. Kushi’s principal business is the acquisition and
exploration of mineral resources in northern British Columbia,
Canada.  Kushi has not presently determined whether its properties
contain mineral reserves that are economically recoverable.  Kushi has
not commenced significant operations and is considered an Exploration Stage
Company, as defined by Statement of Financial Accounting Standard (SFAS) No.7
Accounting and Reporting by
Development Stage Enterprises.  In these notes, the terms Company, we, us or our mean
Kushi.





Basis
of Presentation





The
unaudited financial statements included herein have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X.  They do not include all information and notes
required by generally accepted accounting principles for complete financial
statements.  However, except as disclosed herein, there has been no
material changes in the information disclosed in the notes to the financial
statements included in the Annual report on Form 10-KSB of Kushi Resources Inc.
for the year ended February 29, 2008.  In the opinion of management,
all adjustments (including normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the three
months ended May 31, 2008 are not necessarily indicative of the results that may
be expected for any other interim period or the entire year.  For
further information, these unaudited financial statements and the related notes
should be read in conjunction with the Company’s audited financial statements
for the year ended February 29, 2008 included in the Company’s report on Form
10-KSB.








NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157 (SFAS 157), Fair Value
Measurements.  SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosure requirements about
fair value measurements.  SFAS 157 was effective for the Company as of
March 1, 2008.  The adoption of SFAS 157 did not have a material
impact on our financial statements.





In
February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value.  Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date.  The Company
adopted SFAS 159 on March 1, 2008.  The adoption of SFAS 159 did not
have a material impact on the Company’s financial statements as the Company did
not elect the fair value option for any of its financial assets or
liabilities.








F
- 4








KUSHI RESOURCES
INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


May
31, 2008


(UNAUDITED)





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued





In June
2007, the Emerging Issues Task Force (EITF) of the FASB reached a consensus on
Issue No. 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services Received for Use in Future
Research and Development Activities(EITF 07-3).  EITF 07-3
requires that non-refundable advance payments for goods or services that will be
used or rendered for future research and development activities must be deferred
and capitalized.  As the related goods are delivered or the services
are performed, or when the goods or services are no longer expected to be
provided, the deferred amounts must be recognized as an expense.  This
issue is effective for financial statements issued for fiscal years beginning
after December 15, 2007 and earlier application is not
permitted.  This consensus is to be applied prospectively for new
contracts entered into on or after the effective date.  The Company
adopted EITF 07-03 on March 1, 2008.  The adoption of EITF 07-03 did
not have a material effect on our financial statements.





In May,
2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles 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 is effective 60 days
following the U.S. Securities and Exchange Commission’s (SEC’s) approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  The
Company is currently reviewing the effect, if any; the proposed guidance will
have on its financial statement disclosures.








NOTE
3 – GOING CONCERN





These
unaudited financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business.  The Company has not
generated any revenues since inception and has never paid any dividends and is
unlikely to pay dividends or generate earnings in the immediate or foreseeable
future.  The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity financing to continue
operations, and the attainment of profitable operations.  The
Company’s ability to achieve and maintain profitability and positive cash flows
is dependent upon its ability to locate profitable mineral properties, generate
revenues from its mineral production and control production
costs.  Based upon current plans, the Company expects to incur
operating losses in future periods.  At May 31, 2008, the Company had
a working capital deficit of $45,504 and accumulated losses of $102,004 since
inception.  These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern.  There is no
assurance that the Company will be able to generate revenues in the
future.  These financial statements do not give any effect to any
adjustments that would be necessary should the Company be unable to continue as
a going concern and therefore be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying financial
statements.








NOTE
4 - RELATED PARTY TRANSACTIONS





All of
the Company’s mineral claims are registered in the name of the President of the
Company and pursuant to a trust agreement are held in trust on behalf of the
Company (see Note 5).





At May
31, 2008 and February 29, 2008 the Company was indebted to its President in the
amounts of $6,014 and $6,051 respectively.








F
- 5






KUSHI RESOURCES
INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


May
31, 2008


(UNAUDITED)





NOTE
5 - MINERAL PROPERTIES





On
January 30, 2006, the Company staked a mineral claim near Atlin, British
Columbia, Canada, comprising an area of 410.65 hectares.  The Company
is required to incur approximately $1,655  (CDN$1,643) each year on or
before 2009 and approximately $3,300 (CDN$3,285) on or before January 30, 2010
and each year thereafter in exploration expenditures or pay the equivalent sum
in cash in lieu of work, in order to retain title to the claims.  In
January 2008, the Company paid $1,653 (CDN$1,643) in cash to the Province of
British Columbia, in lieu of work, to retain title to the claims until January
30, 2009.


During
the three month period ended May 31, 2008, the Company spent $12,452 on
exploration.








NOTE
6 - COMMON STOCK





On
November 28, 2005, the Company issued 3,000,000 common shares at $0.001 per
share for cash of $3,000 to its President.





On
January 30, 2006, the Company issued 1,900,000 common shares at $0.01 per share
for cash of $19,000.





On
February 28, 2006, the Company issued 450,000 common shares at $0.05 per share
for cash of $22,500.  25,000 of these common shares were issued to
relatives of the President.





On
November 10, 2006, the Company purchased and removed from the issued and
outstanding 75,000 and 30,000 common shares at their original sale price of
$0.05 and $0.01 respectively, per share.  No gain or loss was
recognized on this transaction.





On
November 10, 2006, the Company purchased and cancelled 120,000 common shares at
their original sale price of $0.01 per share.  No gain or loss was
recognized on this transaction.





On
November 10, 2006, the Company issued 105,000 common shares at $0.05 per share
for proceeds of $5,250.








F
- 6







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





Forward
Looking Statements





The
information in this quarterly report on Form 10-Q contains forward-looking
statements.  These forward-looking statements involve risks and
uncertainties, including statements regarding Kushi’s capital needs, business
strategy and expectations.  Any statements contained herein that are
not statements of historical facts may be deemed to be forward-looking
statements.  In some cases, you can identify forward-looking
statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of
such terms or other comparable terminology.  Actual events or results
may differ materially from those events or results included in the
forward-looking statements.  In evaluating these statements, you
should consider various factors, including the risks, outlined from time to time
in the reports Kushi files with the Securities and Exchange
Commission.  Some, but not all, of these risks include, among other
things:





·
            Kushi’s
      inability to obtain the financing it needs to continue its
      operations;





·
            changes
      in regulatory requirements that adversely affect Kushi’s
      business;





·
            loss
      of Kushi’s key personnel;





·
            Kushi’s
      inability to locate a viable mineral property;
  and





·
            risks
      over which Kushi has no control, such as a general downturn in the economy
      which may adversely affect discretionary spending by
      consumers.





Kushi
does not intend to update forward-looking statements.  You should
refer to and carefully review the information in future documents Kushi files
with the Securities and Exchange Commission.





General





This
discussion and analysis should be read in conjunction with Kushi’s interim
unaudited financial statements and related notes included in this Form 10-Q and
the audited financial statements and related notes thereto included in Kushi’s
Annual Report on Form 10-KSB for the fiscal year ended February 29,
2008.  The inclusion of supplementary analytical and related
information herein may require Kushi to make estimates and assumptions to enable
it to fairly present, in all material respects, its analysis of trends and
expectations with respect to its results of operations and financial position
taken as a whole.  Actual results may vary from the estimates and
assumptions Kushi makes.





Kushi
Resources Inc. means “we”, “us” or “our” and will be referred to as such
throughout the balance of this document.





Overview





Our
principal business is the acquisition and exploration of mineral resources in
northern British Columbia, Canada.  We have not presently determined
whether our properties contain mineral reserves that are economically
recoverable.  We have not commenced significant operations and are
considered an Exploration Stage Company, as defined by Statement of Financial
Accounting Standard (“SFAS”) No.7 Accounting and Reporting by
Development Stage Enterprises.





We have
no operations and if our mineral claim is not successfully developed we will not
earn any revenues.





Our
mineral claims are in the Atlin mining district of northwest British Columbia,
Canada.  We staked the Bee Peak Claim (the “Claim”) ourselves on January
30, 2006.  The mineral tenure number is 526773 and the total area of
the Claim is 410.65 hectares.




Page
- 9







The Claim
is presently in good standing.  During the three months ended May 31,
2008, we spent approximately $12,500 on a helicopter-supported magnetic survey
of the Claim.





Critical
Accounting Policies and Estimates





An
appreciation of our critical accounting policies is necessary to understand our
financial results.  These policies may require that we make difficult
and subjective judgments regarding uncertainties, and as a result, such
estimates may significantly impact our financial results.  The
precision of these estimates and the likelihood of future changes depend on a
number of underlying variables and a range of possible
outcomes.  Other than our accounting for mineral property costs, our
critical accounting policies do not involve the choice between alternative
methods of accounting.  We have applied our critical accounting
policies and estimation methods consistently.





A summary
of our significant accounting policies is included in our Annual Report on Form
10-KSB for the fiscal year ended February 29, 2008.  Significant
accounting policies which either affect us or have been developed since February
29, 2008, are summarized below.





Financial
Instruments





Foreign
Exchange Risk





We are
subject to foreign exchange risk for transactions denominated in foreign
currencies.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  We do not believe that we have any material
risk due to foreign currency exchange.





Concentration
of Credit Risk





Financial
instruments that potentially subject us to significant concentrations of credit
risk consist principally of cash deposits.  At May 31, 2008 and
February 29, 2008, we had approximately $800 and $2,000, respectively in cash
that was not insured.  This cash is on deposit with a major chartered
Canadian bank.  As part of our cash management process, we perform
periodic evaluations of the relative credit standing of this financial
institution.  We have not experienced any losses in cash balances and
we do not believe we are exposed to any significant credit risk on our
cash.





Mineral
Property Costs





We have
been in the exploration stage since inception on October 3, 2005 and have not
yet realized any revenues from our planned operations.  We are
primarily engaged in the acquisition and exploration of mining
properties.  We expense mineral property exploration costs as they are
incurred.  Mineral property acquisition costs are initially
capitalized, when incurred, using the guidance in the Emerging Issues Task Force
(EITF) 04-02, Whether Mineral
Rights are Tangible or Intangible Assets.  We assess the
carrying costs for impairment under SFAS No. 144, Accounting for Impairment or
Disposal of Long Lived Assets at each fiscal quarter end.  An
impairment is recognized when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the mineral
property.  Impairment losses, if any, are measured as the excess of
the carrying amount of the mineral property over its estimated fair
value.  During the three months ended May 31, 2008 and May 31, 2007,
we expensed $12,452 and $0 respectively, in mineral property exploration and
development costs.





Once we
have determined that a mineral property can be economically developed, as a
result of establishing proven and probable reserves, the costs then incurred to
develop such property, will be capitalized.  Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserves.  If mineral properties are subsequently abandoned
or impaired, any capitalized costs will be charged to operations.





Page
- 10








Asset
Retirement Obligations





SFAS No.
143 (SFAS 143), Accounting for
Asset Retirement Obligations addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs.  Specifically, SFAS 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made.  In addition, the asset retirement cost is
capitalized as part of the asset’s carrying value and subsequently allocated to
expense over the asset’s useful life.  At May 31, 2008, we did not
have any asset retirement obligations.





Foreign
Currency Translation





Our
functional and reporting currency is the United States
dollar.  Monetary assets and liabilities denominated in foreign
currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation,
using the exchange rate prevailing at the balance sheet date.  Gains
and losses arising on settlement of foreign currency denominated transactions or
balances are included in the determination of income.  Foreign
currency transactions are primarily undertaken in Canadian
dollars.  We have not, to the date of this filing, entered into
derivative instruments to offset the impact of foreign currency
fluctuations.





Recent
Accounting Pronouncements





Refer to
Note 2, of our Notes to the Financial Statements filed in our Form 10-KSB, for a
discussion of our recent accounting standards and pronouncements.  The
following accounting pronouncements were issued or adopted subsequent to
February 29, 2008:




In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157 (SFAS 157), Fair Value
Measurements.  SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosure requirements about
fair value measurements.  SFAS 157 was effective for us on March 1,
2008.  The adoption of SFAS 157 did not have a material impact on our
financial statements.





In
February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115.  SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected will be recognized in earnings at each subsequent
reporting date.  We adopted SFAS 159 on March 1, 2008.  The
adoption of SFAS 159 did not have a material impact on our financial statements
as we did not elect the fair value option for any of our financial assets or
liabilities.





In June
2007, the EITF of the FASB reached a consensus on Issue No. 07-3, Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities(EITF 07-3).  EITF 07-3 requires that
non-refundable advance payments for goods or services that will be used or
rendered for future research and development activities must be deferred and
capitalized.  As the related goods are delivered or the services are
performed, or when the goods or services are no longer expected to be provided,
the deferred amounts must be recognized as an expense.  This issue is
effective for financial statements issued for fiscal years beginning after
December 15, 2007 and earlier application is not permitted.  This
consensus is to be applied prospectively for new contracts entered into on or
after the effective date.  We adopted EITF 07-03 on March 1,
2008.  The adoption of EITF 07-03 did not have a material effect on
our financial statements.





In May,
2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
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 is effective 60
days following the U.S. Securities and Exchange Commission’s (SEC’s) approval of
the Public Company Accounting Oversight Board amendments to AU Section 411,
The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting
Principles.  We are currently reviewing the effect, if any; the
proposed guidance will have on our financial statement disclosures.




Page
- 11





Plan
of Operation





Exploration
Plan





Our plan
of operation for the next 12 months is to complete the following objectives
within the time periods specified, subject to obtaining any additional funding
necessary for the continued exploration of the Claim.  We do not have
enough funds to complete our proposed three phase mineral exploration program,
which we plan to complete in the summer of 2010 if the results of our Phase One
and Phase Two exploration programs are encouraging.  The following is
a brief summary of our three phase mineral exploration program.





1.
            The
      anniversary date of the Claim is January 30, 2009.  Between
      January 31, 2008 and January 31, 2009, we must expend a minimum of $1,653
      (CDN $1,643) on the property or pay this amount to the Province of British
      Columbia, in lieu of filing exploration expenses, in order to keep the
      Claim in good standing.  During the three months ended May 31,
      2008 we spent $12,452 on the Claim.





2.
            As
      recommended by our consulting geological technician, we commenced Phase
      One of the mineral exploration program during April 2008.  Phase
      One is expected to cost approximately $25,850 (CDN$25,700).  As
      of date of this filing we had conducted a review of the available
      geochemical data for the region, including data from the area close to the
      Claim.  Between March 20and
      April 21 a helicopter-assisted magnetic survey was carried out on the
      Claim.  We paid $12,452 for this survey and a geophysical report
      on the helicopter-supported magnetic survey.  We received the
      report on June 18, 2008 and we are currently evaluating the results of
      this report to determine if we will proceed with Phase One of our mineral
      exploration program.  If we decide to proceed we will send a
      team to the claim for a period of 14 days.  During this period
      the crew will generally survey the Claim seeking any outcroppings and
      locating streams.  An outcropping is a part of a rock formation
      that appears above the surface of the surrounding land.  The
      crew will use global positioning equipment and take a total of 80 samples,
      including rock, stream sediment, and stream sediment panned concentrate
      samples.  All samples will be bagged and tagged for location,
      date and time for later analysis.





3.
            The
      samples obtained during Phase One of the mineral exploration program will
      be analyzed and considered with reference to the regional
      database.  We will review the results of Phase One in the winter
      of 2008.  We will engage a consulting geologist to interpret the
      results of Phase One.  If we are able to identify favorable rock
      formations and structures with elevated metal values we will plan and
      conduct Phase Two of the mineral exploration
  program.





4.
            If
      Phase Two of the mineral exploration program were to proceed, our
      consulting geological technician has indicated that we should budget
      approximately $65,400 (CDN $65,000) for Phase Two, but depending on
      efficiencies, field conditions and the scope of surveys, and trenching,
      the budget may be closer to $150,900 (CDN $150,000).  If we
      proceed with Phase Two we would do so between June and September
      2009.  A prospector and geologist will helicopter onto the Bee
      Peak Claim and will stay for a period of 10 days.  During this
      period the crew will use global positioning equipment and will obtain 50
      samples from locations that are to be determined during the Phase One
      review.  All samples will be bagged and tagged for location,
      date and time for later analysis.  Also, the program will
      include further rock and soil geochemistry sampling, a limited amount of
      trenching using hand tools and dynamite, additional geochemical sampling,
      and simple geophysical survey methods.  After this period is
      over the crew will return to Atlin by
  helicopter.





Page
- 12








5.
            In
      the case that Phase Two of the mineral exploration program takes place, we
      will review the results in the winter of 2009.  If we are able
      to continue to confirm elevated metal values at specific hand drilled
      targets we will consider Phase Two a success and would plan for Phase
      Three of the mineral exploration program.  Phase Three is
      expected to cost at least $192,100 (CDN $191,000) and will be speculative,
      depending on the location and configuration of the mineral
      zones.  It is likely that further geophysical surveys with
      different techniques or more densely spaced observations will be required
      to assist in designing a program of diamond drill holes to test the deeper
      potential of the best parts of the Bee Peak Claim.  Costs,
      including, the cost of a limited drilling campaign, are difficult to
      estimate but in a somewhat remote area like the Been Peak Claim are likely
      to be fairly high.  At this stage, we would seek to link with a
      major resource company in a joint venture relationship in recognition of
      financing requirements.  If we go ahead with Phase Three it
      would commence in June 2010.





At May
31, 2008, we had a cash balance of $784.  We will have to raise
additional funds to continue with Phase One of our mineral exploration
program.





During
the next 12 months, we do not anticipate generating any revenue and additional
funds will be required.  The additional funding will come from equity
financing from the sale of our common stock or sale of part of our interest in
the Claim.  If we are successful in completing an equity financing,
existing shareholders will experience dilution of their interest in
Kushi.  We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund the mineral exploration
program.  In the absence of such financing, our business will
fail.





We may
consider entering into a joint venture partnership by linking with a major
resource company to provide the required funding to complete Phase Three of the
mineral exploration program.  We have not undertaken any efforts to
locate a joint venture partner for Phase Three.  If we enter into a
joint venture arrangement, we will assign a percentage of our interest in the
Claim to the joint venture partner.





Based on
the nature of our business, management anticipates incurring operating losses in
the foreseeable future.  We base this expectation, in part, on the
fact that very few mineral claims in the exploration stage ultimately develop
into producing, profitable mines.  Our future financial results are
also uncertain due to a number of factors, some of which are outside our
control.  These factors include, but are not limited to:





a)
            our
      ability to raise additional funding;b)
            the
      market price for minerals;c)
            the
      results of our proposed exploration programs on the Claim;
andd)
            our
      ability to find joint venture partners for the development of our interest
      in the Claim.





Due to
our lack of operating history and present inability to generate revenues, our
auditors have stated their opinion that there currently exists substantial doubt
about our ability to continue as a going concern.  Even if we complete
our current exploration program and are successful in identifying a mineral
deposit, we will have to spend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral
deposit or reserve.





Transportation
Purchase Plan





The
transportation costs of Phase One are comprised of helicopter service from Atlin
to the Claim.  For Phase One, $6,940 (CDN$6,900) will be budgeted to
allow for four hours of helicopter trips from Atlin, British Columbia to the
Claim and for travel expenses to review files at the Geological Survey Branch in
Victoria and Vancouver, British Columbia.  Also included in the budget
will be the mobilization costs to and from the Atlin mining
district.








Page
- 13








Equipment
Purchase Plan





We will
purchase camp equipment and prospecting supplies for Phase One.  The
expected cost of the camp equipment such as tents, stove, and other typical
camping equipment will be $1,005 (CDN$1,000).





Consumable
Purchase Plan





We will
purchase consumables including groceries and propane to provide for two persons
for 14 days for Phase One of the mineral exploration program.  The
expected cost of these consumables will be $1,005 (CDN$1,000).





Employee
hiring (Labor) Plan





We will
not hire any employees.  We will use two consulting prospectors to
perform Phase One of the mineral exploration program.  The expected
cost of each prospector is $332 (CDN $330) per day.  We have budgeted
to pay each prospector for 14 days to conduct Phase One plus additional wages to
complete a review of the regional database.  The expected cost of
labor for Phase One will be $10,340 (CDN $10,300).





Sample
Analysis Plan





We plan
to allow for the analysis for up to 80 samples.  The estimated cost of
each sample is $21 (CDN $20) per sample.  The expected cost for sample
analysis will be $1,680 (CDN $1,600) for the Phase One exploration
program.  Also, we will budget for $1,005 (CDN $1,000) for the
assembling and reporting results of the field work and an additional $505 (CDN
$500) for the purchase of maps, air photographs and publications to be reviewed
in conjunction with the regional database.





Phase
One Exploration Cost Review





The costs
described above, which include transportation, equipment, consumables, labor,
and sample analysis, make up the entire cost of Phase One of the mineral
exploration program.  All the costs described above are estimated so
we have provided for a 15% contingency allowance for unanticipated and wrongly
estimated costs.  The table below summarizes the cost estimate for
Phase One of the mineral exploration program.





Phase
      One Exploration Items
            Cost
      EstimateTransportation
            $                6,940Equipment
            1,005Consumables
            1,005Labor
            10,340Sample
      Analysis
            3,190Contingency
      (15%)
            3,370Phase
      One Total
            $               25,850





During
the three months ended May 31, 2008, we spent $12,452 for a helicopter assisted
magnetic survey and a geophysical report on the Claim.  We are
currently reviewing the geophysical report to determine if we will follow up
with IP/resistivity surveying and proceed with Phase One of our mineral
exploration program.




Page
- 14





Accounting
and Audit Plan





We intend
to continue to have our outside consultant assist in the preparation of our
quarterly and annual financial statements and have these financial statements
reviewed or audited by our independent auditor.  Our outside
consultant is expected to charge approximately $1,000 to prepare each of our
quarterly and annual financial statements.  Our independent auditor is
expected to charge approximately $1,500 to review our quarterly financial
statements and approximately $7,500 to audit our annual financial
statements.  In the next 12 months, we anticipate spending
approximately $16,000 to pay for our accounting and audit
requirements.





Risks
and Uncertainties





There are
a number of known material risks and uncertainties that are reasonably likely to
have a material impact on our revenues, operations, liquidity and income over
the short and long term.  The primary risk that we face over the long
term is that the Claim may not contain a commercially viable mineral
deposit.  If the Claim does not contain a commercially viable deposit,
this will have a material effect on our ability to earn revenue and income as we
will not be able to sell any minerals.





There are
a number of industry-wide risk factors that may affect our
business.  The most significant industry-wide risk factor is that
mineral exploration is an inherently risky business.  Very few
exploration companies go on to discover economically viable mineral deposits or
reserves that ultimately result in an operating mine.  In order for us
to commence mining operations we face a number of challenges, which include
finding qualified professionals to conduct our proposed mineral exploration
program, obtaining adequate financing to continue with our proposed mineral
exploration program, locating a viable ore body, partnering with a senior mining
company, obtaining mining permits, and ultimately selling minerals in order to
generate revenue.





Another
important industry-wide risk factor is that the price of commodities can
fluctuate based on world demand and other factors.  For example, if
the price of a mineral were to dramatically decline this could make our ore
uneconomical to mine.  We and other companies in the mineral
exploration business are relying on a price of ore that will allow us to develop
a mine and ultimately generate revenue by selling minerals.





Additionally,
because the Claim is in a remote region of Canada and in an area of inclement
weather we face risks and uncertainties relating to the operation of our
proposed mineral exploration program.  This presents both a short and
long term risk to us in that poor weather could delay the proposed mineral
exploration program and prevent us from exploring the Claim as
planned.  This is a risk shared by many exploration companies in the
same business.  We have the ability to monitor weather predictions and
can preserve capital by not sending exploration crews out in poor weather
conditions.  However, such weather delays could cause us to not be
able to explore the Claim and not be able to file valid exploration work with
the Province of British Columbia.  Failure to file valid exploration
work would mean we would have to pay the Province of British Columbia in lieu of
exploration in order to keep title to the Claim.  Payments in lieu of
exploration are generally not an efficient use of funds since it does not
advance the understanding of a potential mineral deposit.  However,
these payments are sometimes required in our business.





Finally,
we face the risk of not being able to finance our proposed mineral exploration
program.  With each unsuccessful attempt at locating a commercially
viable mineral deposit we become more and more unattractive in the eyes of
investors.  Currently, we do not have sufficient funds to complete
Phase One of our proposed mineral exploration program.  We will need
to raise the additional financing to complete our proposed mineral exploration
program.  Without adequate financing we cannot operate our exploration
programs.  However, this risk is faced by all exploration companies
and it is not unique to us.





Operations
Review





During
the three months ended May 31, 2008, we had a net loss of $27,455 or a net loss
of $0.01 per share.  At May 31, 2008, our current asset consisted of
cash of $784.  When this cash balance is offset against our current
obligations of $31,453 in accounts payable, $4,240 in accrued administrative
fees, $4,581 in accrued professional fees and $6,014 that is due to our
President, Rajan Rai, we are left with a working capital deficit of
$45,504.  We believe our cash position as of the date of this filing
is inadequate to satisfy our working capital needs.  Over the next 12
months we anticipate that our operating costs will be approximately
$80,000.




Page
- 15





Over the
next 12 months, we do not anticipate generating any revenue.  We plan
to fund our operations through equity financing from the sale of our shares of
common stock, advances from our President or other third parties, or through the
sale of a part interest in the Claim.  We do not have any financing
arranged and cannot provide any assurance that we will be able to raise
sufficient funding from the sale of our shares of common stock or that we will
be able to sell a part interest in the Claim, to cover our general and
administrative expenses or to fund Phase One of the proposed mineral exploration
program.





We may
consider entering into a joint venture partnership with a major resource company
to provide the required funding to complete any of the phases of the proposed
mineral exploration program.  Although we have not attempted to locate
a joint venture partner, if we enter into a joint venture arrangement, we would
assign a percentage of our interest in the Claim to our joint venture
partner.





Related-Party
Transactions





At May
31, 2008, we were indebted to our President in the amount of $6,014 for expenses
he paid on our behalf and for funds he advanced to us to cover certain
expenses.  This debt is unsecured, bears no interest and has no fixed
terms of repayment.





From
inception to the date of this filing our director performed his services without
compensation and at the date of this filing we had not determined how our
director will be compensated.





The Claim
is registered in the name of Kushi’s director and pursuant to a trust agreement
is held in trust on Kushi’s behalf.





Results
of Operations





Comparison
of the Three Months Ended May 31, 2008 and 2007





Overall
Results of Operations





During
the three months ended May 31, 2008, Kushi had a net loss of $27,455 primarily
due to professional fees and exploration and development costs.  Over
the next year we expect our operating losses to increase to approximately
$80,000.





Revenues





We did
not have any operating revenues from inception (October 3, 2005) to the date of
this filing.  To date our activities have been financed through the
proceeds of share subscriptions and funds advanced to it by our
President.  Due to the nature of our business we do not expect to have
operating revenues within the next year.





Operating
Expenses





Our
operating expenses increased by $23,747 from $3,708 for the three months ended
May 31, 2007 to $27,455 for the three months ended May 31, 2008.  The
increase was primarily due to an increase in professional fees of approximately
$12,000 for legal and audit fees associated with filing our 10-KSB and an
increase in exploration and development expenses of approximately $12,000 due to
our helicopter-supported magnetic survey and report.





Over the
next year we anticipate that our operating costs will be approximately $80,000,
which includes the estimated costs of $25,850 (CDN$25,750) to complete Phase One
of our mineral exploration program, $5,000 in administrative costs, and $49,150
in professional and regulatory fees related to filing our
requirements.




Page
- 16








Off-balance
Sheet Arrangements





We had no
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to our
investors.  We do not have any non-consolidated, special-purpose
entities.





Liquidity,
Capital Resources and Financial Position





At May
31, 2008, we had a cash balance of $784 and used $1,132 in cash for
operations.  To date we have funded our operations with cash that we
received from the sale of our common stock and advances from our
President.





In the
notes to our May 31, 2008 financial statements, we disclosed our uncertain
ability to continue as a going concern.  We have not and do not expect
to generate any revenues to cover our expenses while we are in the exploration
stage and as a result we have accumulated a deficit of $102,004 since
inception.  At May 31, 2008, we had $46,288 in current liabilities,
when our current liabilities are offset against our current assets of $784; we
are left with a working capital deficit of $45,504.  Our ability to
achieve and maintain profitability and positive cash flows is dependent upon our
ability to locate profitable mineral properties, generate revenues from our
mineral production and control production costs.  Based upon current
plans, we expect to incur operating losses in future periods.  These
factors raise substantial doubt regarding our ability to continue as a going
concern.  There is no assurance that we will be able to generate
revenues in the future.  Our financial statements do not give effect
to any adjustments that would be necessary should we be unable to continue as a
going concern and therefore be required to realize our assets and discharge our
liabilities in other than the normal course of business and at amounts different
from those reflected in the accompanying financial statements.  While
we have successfully generated sufficient working capital through the sale of
common stock and advances from our President to the date of this filing and we
believe that we can continue to do so for the next year, there are no assurances
that it will succeed in generating sufficient working capital through the sale
of our common stock or from private loans or advances.





Net Cash
Used in Operating Activities





Net cash
used in operating activities during the three months ended May 31, 2008, was
$1,132.  During the three months ended May 31, 2008, we used $2,578 in
cash to pay accrued professional fees and $37 to pay funds advanced by our
President.  Our operating costs were partially funded by increases in
accounts payable of $27,878 and accrued administrative fees of
$1,060.





Net Cash
Used in Investing Activities





We did
not have any investing activities during the three months ended May 31,
2008.





Net Cash
Provided By Financing Activities





We did
not have any financing activities during the three months ended May 31,
2008.





Contingencies
and Commitments





Kushi did
not have any contingencies or long-term commitments at May 31,
2008.





Contractual
Obligations





We did
not have any contractual obligations at May 31, 2008.  Kushi is a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is
not required to provide the information required under this item.




Page
- 17








Internal
and External Sources of Liquidity





To date
we have funded our operations from the sale of our common stock and through
advances from our President.





Foreign
Exchange





We are
subject to foreign exchange risk for transactions denominated in foreign
currencies.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  We do not believe that we have any material
risk due to foreign currency exchange.





Inflation





We do not
believe that inflation will have a material impact on our future
operations.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





Kushi is
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is
not required to provide the information required under this item.





Item
4.  Controls and Procedures.





Disclosure Controls and
Procedures





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the
SEC’s rules and forms.  Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in the reports filed under the Exchange Act is
accumulated and communicated to management, including Rajan Rai, Kushi’s Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.





Mr. Rai
has evaluated the effectiveness of the design and operation of Kushi’s
disclosure controls and procedures (as such term is defined in Rules 13a-15 and
15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end
of the period covered by this quarterly report (the “Evaluation
Date”).  Based on such evaluation, Mr. Rai has concluded that,
as of the Evaluation Date, Kushi’s disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
Kushi files and submits under the Exchange Act is recorded, processed,
summarized and reported as and when required.





Changes in Internal
Controls





During
the last fiscal quarter covered by this report, there were no changes in Kushi’s
internal controls or, to Kushi’s knowledge, in other factors that have
materially affected, or are reasonably likely to materially affect, these
controls and procedures subsequent to the Evaluation Date.





Management’s Report on
Internal Controls over Financial Reporting





Kushi is
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is
not required to provide the information required under this item.





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





Kushi is
not a party to any pending legal proceedings and, to the best of Kushi’s
knowledge, none of Kushi’s property or assets are the subject of any pending
legal proceedings.




Page
- 18





Item
1A.  Risk Factors.





Kushi is
a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is
not required to provide the information required under this item.








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





During
the quarter of the fiscal year covered by this report, (i) Kushi did not modify
the instruments defining the rights of its shareholders, (ii) no rights of any
shareholders were limited or qualified by any other class of securities, and
(iii) Kushi did not sell any unregistered equity securities.





Item
3.  Defaults Upon Senior Securities.





During
the quarter of the fiscal year covered by this report, no material default has
occurred with respect to any indebtedness of Kushi.  Also, during this
quarter, no material arrearage in the payment of dividends has
occurred.





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





No matter
was submitted to a vote of security holders through the solicitation of proxies
or otherwise, during the quarter of the fiscal year covered by this
report.





Item
5.  Other Information.





During
the quarter of the fiscal year covered by this report, Kushi reported all
information that was required to be disclosed in a report on Form
8-K.





Item
6.  Exhibits





(a)
            Index
      to and Description of Exhibits





All
Exhibits required to be filed with the Form 10-Q are incorporated by reference
to Kushi’s documents previously filed with the SEC.





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation of Kushi Resources Inc., filed as an Exhibit to Kushi’s
      Form SB-2 (Registration Statement) filed on October 12, 2007 and
      incorporated herein by reference.
            Filed3.2
            By-Laws
      of Kushi Resources Inc., filed as an Exhibit to Kushi’s Form SB-2
      (Registration Statement) filed on October 12, 2007 and incorporated herein
      by reference.
            Filed10.1
            Declaration
      of Trust, filed as an Exhibit to Kushi’s Form SB-2 (Registration
      Statement) filed on October 12, 2007 and incorporated herein by
      reference.
            Filed14
            Code
      of Ethics, filed as an Exhibit to Kushi’s Form SB-2 (Registration
      Statement) filed on October 12, 2007 and incorporated herein by
      reference.
            Filed31
            Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included32
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
            Included





Page
- 19





SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, Kushi
Resources Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.











KUSHI
RESOURCES INC.








By:/s/ Rajan Rai


Dated:                      July 15,
2008


Name:     Rajan Rai


Title:      CEO and CFO


(Principal Executive
Officer,


Principal Financial
Officer,


and Chief Accounting
Officer)








Page
- 20








Exhibit
31














Page
- 21




KUSHI
RESOURCES INC.




CERTIFICATIONS
PURSUANT TO




SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Rajan
Rai, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending May 31,
2008 of Kushi Resources Inc.;






2.  Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






4.  The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;






(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and






(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and






(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  July
15, 2008






/s/
Rajan Rai


Rajan
Rai


Chief
Executive Officer




Page
- 22




KUSHI
RESOURCES INC.




CERTIFICATIONS
PURSUANT TO




SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Rajan
Rai, certify that:






1.  I
have reviewed this quarterly report on Form 10-Q for the quarter ending May 31,
2008 of Kushi Resources Inc.;






2.  Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
report;






3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;






4.  The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:






(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;






(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;






(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and






(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and






(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  July
15, 2008






/s/
Rajan Rai


Rajan
Rai


Chief
Financial Officer




Page
- 23








Exhibit
32










Page
- 24






CERTIFICATION
PURSUANT TO




18
U.S.C. SECTION 1350,




AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Kushi Resources Inc. (the “Company”) on
Form 10-Q for the period ending May 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Rajan Rai, President,
Chief Executive Officer of the Company and a member of the Board of Directors,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.








/s/
Rajan Rai


Rajan
Rai


Chief
Executive Officer






July 15,
2008




Page
- 25




CERTIFICATION
PURSUANT TO




18
U.S.C. SECTION 1350,




AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002













In
connection with the Quarterly Report of Kushi Resources Inc. (the “Company”) on
Form 10-Q for the period ending May 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Rajan Rai, Chief
Financial Officer of the Company and a member of the Board of Directors,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:






(1)  The
      Report fully complies with the requirements of section 13(a) or 15(d) of
      the Securities Exchange Act of 1934;
and






(2)  The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.








/s/
Rajan Rai


Rajan
Rai


Chief
Financial Officer






July 15,
2008







Page
- 26