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UNITED
STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A

(Mark One)

[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
  OF THE EXCHANGE ACT

For the transition period from _____________ to _____________

Commission file number 333-145195

ORCA INTERNATIONAL LANGUAGE SCHOOLS
INC.(Exact name of small business issuer as specified in its
charter)

|British Columbia                                 | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

1685 - 58A Street, Delta BC Canada V4L 1X5(Address of principal executive offices)

604-817-0534(Issuers telephone number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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 shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes [ x ] No [   ]

Transitional Small Business Disclosure Format (Check one): Yes
  [   ] No [ x ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. 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: 6,271,210
shares of common stock issued and outstanding as of November 29,
2007.

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EXPLANATORY NOTE

Orca International Language Schools Inc. is amending this
Quarterly Report on Form 10-QSB for the following reason:

We are checking the box to state that
our company is a shell company (as defined in Rule 12b-2 of the Exchange Act) as
suggested by Financial Industry Regulatory Authority (FINRA).

Other than the foregoing items, no part of the Quarterly Report
on Form 10-QSB filed on December 7, 2007 is being amended, and the filing of
this Amended Quarterly Report on Form 10-QSB/A should not be understood to mean
that any other statements contained therein are untrue or incomplete as of any
date subsequent to December 7, 2007.

Item 6 Exhibits.

The following exhibits, required by Item 601 of Regulation S-B,
are being filed as part of this quarterly report, or are incorporated by
reference where indicated:

The following Exhibits are filed with this quarterly report:

| | Exhibit |                                                                                                                                         
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------
| | Number  | Description                                                                                                                             
| | 3.1     | Articles of Incorporation (Incorporated
      by our reference to our registration statement on Form SB-2 filed on August
      7, 2007)
| | 31.1*   | Certification pursuant
      to Rule 13a-14(a) under the Securities Exchange Act of 1934                                                
| | 32.1*   | Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002      

* filed herewith

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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.

ORCA INTERNATIONAL LANGUAGE SCHOOLS INC.

By: /s/ Stuart Wooldridge

|Stuart Wooldridge                                                         
|--------------------------------------------------------------------------
|President, Secretary and Director                                         
|(Principal Executive Officer,                                             
|acting Principal Financial Officer and Principal Accounting
      Officer)
|April 11, 2008                                                            

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