---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2008

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________
**to:**________________

Commission File Number: 000-53490

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

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

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

604-817-0534(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) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, 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.

|Large 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).

Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
5,071,210 common shares issued and outstanding as of November 14,
2008.

---

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

These financial statements have been prepared by Orca International
  Language Schools, Inc. (the Company) without audit, pursuant
  to the rules and regulations of the Securities and Exchange Commission (SEC).
  Our financial statements are stated in United States dollars and certain information
  and footnote disclosures normally included in financial statements prepared
  in accordance with generally accepted accounting principles have been omitted
  in accordance with such SEC rules and regulations. In the opinion of management,
  the accompanying statements contain all adjustments necessary to present fairly
  the financial position of the Company as of September 30, 2008, and its results
  of operations, stockholders equity, and its cash flows for the six month
  period ended September 30, 2008 and for the period from inception (November
  6, 1997) to September 30, 2008. The results for these interim periods are not
  necessarily indicative of the results for the entire year. The accompanying
  financial statements should be read in conjunction with the financial statements
  and the notes thereto filed as a part of the Companys annual report on
  Form 10-KSB filed on July 14, 2008.

---

Orca International Language Schools Inc.
  (A Development Stage Company)

September 30, 2008

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

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Balance Sheets                          
|(Expressed in US dollars)               

|                                                                    |  | September 30 |   |  | March 31, |  
|------------------------------------------------------------------- |  | ------------ | - |  | --------- | -
|                                                                    |  | 2008         |   |  | 2008      |  
|                                                                    |  | $            |   |  | $         |  
|                                                                    |  | (unaudited)  |   |  |           |  
|ASSETS                                                              |  |              |   |  |           |  
|Current Assets                                                      |  |              |   |  |           |  
|Cash                                                                |  | 830          |   |  | 3,592     |  
|Accounts receivable                                                 |  | 2,577        |   |  | 857       |  
|Prepaid expenses (Note 3)                                           |  | 4,039        |   |  |          |  
|Total Current Assets                                                |  | 7,446        |   |  | 4,449     |  
|Property and Equipment (Note 4)                                     |  | 487          |   |  | 857       |  
|Total Assets                                                        |  | 7,933        |   |  | 5,306     |  
|                                                                    |  |              |   |  |           |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                               |  |              |   |  |           |  
|Current Liabilities                                                 |  |              |   |  |           |  
|Accounts payable                                                    |  |             |   |  | 7,964     |  
|Accrued liabilities (Note 5)                                        |  | 368          |   |  | 5,620     |  
|Due to related parties (Note 6(c))                                  |  | 44,347       |   |  | 11,326    |  
|Notes payable (Note 7)                                              |  | 4,718        |   |  | 35,071    |  
|Total Liabilities                                                   |  | 49,433       |   |  | 59,981    |  
|Commitments and Contingencies (Note 1)                              |  |              |   |  |           |  
|Stockholders Deficit                                               |  |              |   |  |           |  
|Common Stock, Unlimited shares authorized,
      without par value  |  |              |   |  |           |  
|5,071,210 and 6,271,210 shares issued and outstanding, respectively |  | 81,072       |   |  | 81,072    |  
|Common Stock Subscribed (Note 8(c))                                 |  |             |   |  | 4,722     |  
|Donated Capital (Note 6(a))                                         |  | 71,435       |   |  | 16,208    |  
|Accumulated Other Comprehensive Income                              |  | 1,624        |   |  | 441       |  
|Deficit
      Accumulated During the Development Stage              |  | (195,631     | ) |  | (157,118  | )
|Total Stockholders Deficit                                         |  | (41,500      | ) |  | (54,675   | )
|Total Liabilities
      and Stockholders Deficit                   |  | 7,933        |   |  | 5,306     |  

(The accompanying notes are an integral part of these financial
  statements)
  F-1

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Statements of Operations                
|(Expressed in US dollars)               
|(unaudited)                             

|                                          |  | Accumulated from       |   |  | For the       |   |  | For the       |  
|----------------------------------------- |  | ---------------------- | - |  | ------------- | - |  | ------------- | -
|                                          |  | November 6, 1997       |   |  | Three Months  |   |  | Six Months    |  
|                                          |  | (Date of Inception) to |   |  | Ended         |   |  | Ended         |  
|                                          |  | September 30,          |   |  | September 30, |   |  | September 30, |  
|                                          |  | 2008                   |   |  | 2008          |   |  | 2007          |  
|                                          |  | $                      |   |  | $             |   |  | $             |  
|                                          |  |                        |   |  |               |   |  |               |  
|                                          |  |                        |   |  |               |   |  |               |  
|                                          |  |                        |   |  |               |   |  |               |  
|Revenue                                   |  |                       |   |  |              |   |  |              |  
|                                          |  |                        |   |  |               |   |  |               |  
|Expenses                                  |  |                        |   |  |               |   |  |               |  
|                                          |  |                        |   |  |               |   |  |               |  
|Amortization                              |  | 1,564                  |   |  | 175           |   |  | 163           |  
|Automobile                                |  | 26,173                 |   |  |              |   |  | 2,982         |  
|General and administrative                |  | 34,071                 |   |  | 1,620         |   |  | 748           |  
|Interest                                  |  | 2,108                  |   |  | 121           |   |  |              |  
|Management fees (Note 6(a))               |  | 17,647                 |   |  | 1,441         |   |  | 1,434         |  
|Professional fees                         |  | 88,757                 |   |  | 20,904        |   |  | 9,302         |  
|Rent (Note 6(a))                          |  | 11,862                 |   |  | 720           |   |  | 716           |  
|Travel                                    |  | 22,197                 |   |  |              |   |  | 530           |  
|                                          |  |                        |   |  |               |   |  |               |  
|Total Expenses                            |  | 204,379                |   |  | 24,981        |   |  | 15,875        |  
|                                          |  |                        |   |  |               |   |  |               |  
|Net Loss from Operations                  |  | (204,379               | ) |  | (24,981       | ) |  | (15,875       | )
|                                          |  |                        |   |  |               |   |  |               |  
|Other Income                              |  |                        |   |  |               |   |  |               |  
|                                          |  |                        |   |  |               |   |  |               |  
|Forgiveness of debt                       |  | 7,802                  |   |  | 7,802         |   |  |              |  
|Gain on disposal of temporary investments |  | 946                    |   |  |              |   |  |              |  
|                                          |  |                        |   |  |               |   |  |               |  
|Net Loss                                  |  | (195,631               | ) |  | (17,179       | ) |  | (15,875       | )
|                                          |  |                        |   |  |               |   |  |               |  
|Other Comprehensive Income (Loss)         |  |                        |   |  |               |   |  |               |  
|                                          |  |                        |   |  |               |   |  |               |  
|Foreign currency translation adjustment   |  | 1,624                  |   |  | 1,327         |   |  | (944          | )
|                                          |  |                        |   |  |               |   |  |               |  
|Comprehensive Loss                        |  | (194,007               | ) |  | (15,852       | ) |  | (16,819       | )
|                                          |  |                        |   |  |               |   |  |               |  
|Net Loss Per Share  Basic and Diluted    |  |                        |   |  |              |   |  |              |  
|                                          |  |                        |   |  |               |   |  |               |  
|Weighted Average Shares Outstanding       |  |                        |   |  | 5,071,000     |   |  | 6,271,000     |  

(The accompanying notes are an integral part of these financial
  statements)
  F-2

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Statements of Cash Flows                
|(Expressed in US dollars)               
|(unaudited)                             

|                                                                     |  | Accumulated         |   |  |               |   |  |               |  
|-------------------------------------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | -
|                                                                     |  | From                |   |  | For the       |   |  | For the       |  
|                                                                     |  | November 6, 1997    |   |  | Six Months    |   |  | Six Months    |  
|                                                                     |  | (Date of Inception) |   |  | Ended         |   |  | Ended         |  
|                                                                     |  | September 30,       |   |  | September 30, |   |  | September 30, |  
|                                                                     |  | 2008                |   |  | 2008          |   |  | 2007          |  
|                                                                     |  | $                   |   |  | $             |   |  | $             |  
|                                                                     |  |                     |   |  |               |   |  |               |  
|Operating Activities                                                 |  |                     |   |  |               |   |  |               |  
|                                                                     |  |                     |   |  |               |   |  |               |  
|Net loss                                                             |  | (195,631            | ) |  | (38,513       | ) |  | (43,406       | )
|Adjustment to reconcile net loss to net cash used
      in operating |  |                     |   |  |               |   |  |               |  
|activities:                                                          |  |                     |   |  |               |   |  |               |  
|Amortization                                                         |  | 1,564               |   |  | 355           |   |  | 326           |  
|Donated services                                                     |  | 20,596              |   |  | 4,388         |   |  | 4,198         |  
|Forgiveness of debt                                                  |  | (7,802              | ) |  | (7,802        | ) |  |              |  
|Gain on sale of
      temporary investments                          |  | (946                | ) |  |              |   |  |              |  
|Changes in operating assets and liabilities:                         |  |                     |   |  |               |   |  |               |  
|Prepaid expenses                                                     |  | (5,368              | ) |  | (4,039        | ) |  | 3,016         |  
|Accounts receivable                                                  |  | (2,529              | ) |  | (1,748        | ) |  |              |  
|Accounts payable
      and accrued liabilities                       |  | 1,859               |   |  | (11,114       | ) |  | 13,037        |  
|Due to related party                                                 |  | 15,225              |   |  | 2,578         |   |  | 3,367         |  
|Net Cash Used in Operating Activities                                |  | (173,032            | ) |  | (55,895       | ) |  | (19,462       | )
|Investing Activities                                                 |  |                     |   |  |               |   |  |               |  
|Purchase of temporary
      investments                              |  | (1,785              | ) |  |              |   |  |              |  
|Proceeds from sale of temporary
      investments                    |  | 2,795               |   |  |              |   |  |              |  
|Purchase of property and equipment                                   |  | (1,957              | ) |  |              |   |  |              |  
|Net Cash Provided
      Used In Investing Activities                 |  | (947                | ) |  |              |   |  |              |  
|                                                                     |  |                     |   |  |               |   |  |               |  
|Financing Activities                                                 |  |                     |   |  |               |   |  |               |  
|Proceeds from notes
      payable                                    |  | 42,619              |   |  | 7,548         |   |  |              |  
|Advances from related parties                                        |  | 44,346              |   |  | 44,346        |   |  |              |  
|Proceeds from issuance
      of common stock                         |  | 81,072              |   |  |              |   |  | 1,732         |  
|Proceeds from common stock subscribed                                |  | 4,722               |   |  |              |   |  | 4,722         |  
|Net Cash Flows Provided by Financing Activities                      |  | 172,759             |   |  | 51,894        |   |  | 6,454         |  
|Effect of exchange
      rate changes on cash                        |  | 2,050               |   |  | 1,239         |   |  | (146          | )
|Increase (Decrease) In Cash                                          |  | 830                 |   |  | (2,762        | ) |  | (13,154       | )
|Cash  Beginning
      of Period                                     |  |                    |   |  | 3,592         |   |  | 14,225        |  
|Cash  End of Period                                                 |  | 830                 |   |  | 830           |   |  | 1,071         |  
|                                                                     |  |                     |   |  |               |   |  |               |  
|Supplemental Disclosures                                             |  |                     |   |  |               |   |  |               |  
|Interest paid                                                        |  |                    |   |  |              |   |  |              |  
|Income taxes paid                                                    |  |                    |   |  |              |   |  |              |  

(The accompanying notes are an integral part of these financial
  statements)
  F-3

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Notes to the Financial Statements       
|(Expressed in US dollars)               
|September 30, 2008                      
|(unaudited)                             

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Orca International Language Schools Inc. (the Company)
      was incorporated in British Columbia, Canada on November 6, 1997. The
      Company is a Development Stage Company, as defined by Statement of
      Financial Accounting Standard (SFAS) No. 7 Accounting and Reporting
      by Development Stage Enterprises. The Companys planned principal
      business is the acquisition and development of language education
      businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These 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 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. As at September 30, 2008, the Company has a working capital
      deficiency of $41,987 and accumulated losses of $195,631 since inception.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern. These financial statements do not include any
      adjustments to the recoverability and classification of recorded asset
      amounts and classification of liabilities that might be necessary should
      the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On August 7, 2007, the Company filed an SB-2 Registration
      Statement with the United States Securities and Exchange Commission, which
      was declared effective on September 13, 2007, to register 1,935,000 shares
      of common stock for sale by the Company at $0.10 per share for gross
      proceeds of $193,500. As at September 30, 2008, the Company has yet to
      raise any funds relating to the SB-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-4

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Notes to the Financial Statements       
|(Expressed in US dollars)               
|September 30, 2008                      
|(unaudited)                             

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | d)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | e)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | f)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | g)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | h)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | i)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             

F-5

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Notes to the Financial Statements       
|(Expressed in US dollars)               
|September 30, 2008                      
|(unaudited)                             

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | k)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | l)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | n)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

F-6

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Notes to the Financial Statements       
|(Expressed in US dollars)               
|September 30, 2008                      
|(unaudited)                             

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | n)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|3. | Prepaid Expenses                                            
|   |                                                             
|   | Prepaid expenses consist of prepaid legal fees.             
|   |                                                             
|4. | Property and Equipment                                      

| |                    |  |       |  |  |              |  |  | September 30, |  |  | March 31,    | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------- |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2008          |  |  | 2008         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying  |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value         |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $             |  |  | $            | 
| |                    |  |       |  |  |              |  |  |               |  |  |              | 
| | Computer equipment |  | 2,126 |  |  | 1,639        |  |  | 487           |  |  | 857          | 

|5. | Accrued Liabilities                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                              
|   | Accrued liabilities at September 30, 2008, consist of
      $368 (March 31, 2008 - $1,110) of accrued interest and $nil (March 31,
      2008 - $4,510) of professional fees.
|   |                                                                                                                                                                              
|6. | Related Party Transactions                                                                                                                                                   
|   |                                                                                                                                                                              
|   | a)                                                                                                                                                                           
|   |                                                                                                                                                                              
|   | b)                                                                                                                                                                           
|   |                                                                                                                                                                              
|   | c)                                                                                                                                                                           

F-7

---

|Orca International Language Schools Inc.
|----------------------------------------
|(A Development Stage Company)           
|Notes to the Financial Statements       
|(Expressed in US dollars)               
|September 30, 2008                      
|(unaudited)                             

|7. | Notes Payable
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           
|   |              
|8. | Common Stock 
|   |              
|   | a)           
|   |              
|   | b)           
|   |              
|   | c)           

F-8

---

- 3 -

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This report contains forward-looking statements which relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, intends anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in
section 1A entitled Risk Factors on page 15, that may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

As used in this quarterly report, the terms we, us, our,
and Orca refer to Orca International Language Schools Inc., unless otherwise
indicated.

Overview

Corporate History

We were incorporated in the province of British Columbia,
Canada under the name Slocan Valley Minerals Ltd. on November 6, 1997 with an
authorized share capital of 10,000,000 common shares without par value.
Following our incorporation we were not actively engaged in any business
activities. On June 1, 2004 we increased our authorized share capital from
10,000,000 common shares without par value to an unlimited number of common
shares without par value. On June 11, 2004 we changed our name to Orca
International Language Schools Inc. by filing a Certificate of Name Change with
Ministry of Finance Corporate and Personal Property Registries.

Current Business

Our goal has been to provide management services to schools in
the international education industry based on the principles of: improving their
administrative, operational, marketing, sales and human resources functions;
building links with other schools worldwide to foster student exchange; and
repositioning the schools to concentrate their curriculum on preparing students
for one of the three major English proficiency tests. We have been searching for
a school as the initial client but we have not been successful in finding any
such school. Since we have incurred losses since November 6, 1997, our board of
directors has decided to explore the possibility of adopting a different
business plan to protect our shareholders value.

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- 4 -

Change of Control

On July 24, 2008, pursuant to the terms of a share transfer
agreement dated July 2, 2008 among Stuart Wooldridge, SGB C&C Investment
Ltd. and our company, SGB C&C Investment Ltd. acquired 2,635,000 shares of
our common stock from Mr. Wooldridge. The 2,635,000 shares of our common stock
acquired by SGB C&C Investment Ltd. represented 51.96% of our total issued
and outstanding share capital based on 5,071,210 of common shares issued and
outstanding as of July 24, 2008. Accordingly, we include in our current report
on Form 8-K (filed on August 6, 2008) information on the business of Orca
International Language Schools, Inc. that would be required if we were filing a
general form for registration of securities on Form 10.

On September 9, 2008 we appointed Mr. Xin Li to be a director
of our company. Also on September 9, 2008, Paul Clark, Qiang Benjamin Han and
Sherri Ann Macdonald resigned as directors of our company and Stuart Wooldridge
resigned as our president and secretary. Xin Li will act as our president, CEO,
secretary, and treasurer.

Results of Operations

Our goal has been to provide management services to schools in
the international education industry based on the principles of: improving their
administrative, operational, marketing, sales and human resources functions;
building links with other schools worldwide to foster student exchange; and
repositioning the schools to concentrate their curriculum on preparing students
for one of the three major English proficiency tests.

We have been searching for a school as the initial client but
we have not been successful in finding any such school. Since we have incurred
losses totaling $195,631 since November 6, 1997 and have cash in the amount of
$830 as at September 30, 2008, our board of directors has decided to explore the
possibility of adopting a different business plan to protect our shareholders
value.

Revenue

We have earned no revenue since our inception. We are still in
the development stage and do not anticipate earning any revenues until such time
as we can establish an alliance with targeted companies to market or distribute
the results of our research projects.

Expenses

We incurred operating expenses in the amount of $24,981 for the
quarter ended September 30, 2008, compared with expenses of $15,875 the same
period from the previous year.

We incurred the following operating expenses for the three
month periods ended September 30, 2008:

|                           |   | Three     |  |   | Three     |  |  |            |   |   | Six       |  |   | Six       |  |  | Percentage |  
|-------------------------- | - | --------- |  | - | --------- |  |  | ---------- | - | - | --------- |  | - | --------- |  |  | ---------- | -
|                           |   | Months    |  |   | Months    |  |  |            |   |   | Months    |  |   | Months    |  |  | Increase / |  
|                           |   | Ended     |  |   | Ended     |  |  | Percentage |   |   | Ended     |  |   | Ended     |  |  | (Decrease) |  
|                           |   | September |  |   | September |  |  | Increase / |   |   | September |  |   | September |  |  |            |  
|Expenses                   |   | 2008      |  |   | 2007      |  |  | (Decrease) |   |   | 2008      |  |   | 2007      |  |  |            |  
|Amortization               | $ | 175       |  | $ | 163       |  |  | 7.36%      |   | $ | 355       |  | $ | 326       |  |  | 8.90%      |  
|Automobile                 |   | Nil       |  |   | 2,982     |  |  | (100%      | ) |   | 1,083     |  |   | 4,506     |  |  | (75.97%    | )
|General and administrative |   | 1,620     |  |   | 748       |  |  | 116.58%    |   |   | 2,629     |  |   | 1,671     |  |  | 57.33%     |  
|Interest                   |   | 121       |  |   | Nil       |  |  | N/A        |   |   | 998       |  |   | Nil       |  |  | N/A        |  

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|                  |   | Three     |  |   | Three     |  |  |            |   |   | Six       |  |   | Six       |  |  | Percentage |  
|----------------- | - | --------- |  | - | --------- |  |  | ---------- | - | - | --------- |  | - | --------- |  |  | ---------- | -
|                  |   | Months    |  |   | Months    |  |  |            |   |   | Months    |  |   | Months    |  |  | Increase / |  
|                  |   | Ended     |  |   | Ended     |  |  | Percentage |   |   | Ended     |  |   | Ended     |  |  | (Decrease) |  
|                  |   | September |  |   | September |  |  | Increase / |   |   | September |  |   | September |  |  |            |  
|Expenses          |   | 2008      |  |   | 2007      |  |  | (Decrease) |   |   | 2008      |  |   | 2007      |  |  |            |  
|Management fees   |   | 1,441     |  |   | 1,434     |  |  | 0.49%      |   |   | 2,926     |  |   | 2,799     |  |  | 4.54%      |  
|Professional fees |   | 20,904    |  |   | 9,302     |  |  | 124.73%    |   |   | 35,847    |  |   | 31,133    |  |  | 15.14%     |  
|Rent              |   | 720       |  |   | 716       |  |  | 0.56%      |   |   | 1,463     |  |   | 1,399     |  |  | 4.57%      |  
|Travel            |   | Nil       |  |   | 530       |  |  | (100%      | ) |   | 1,014     |  |   | 1,572     |  |  | (35.50%    | )
|                  | $ | 24,981    |  | $ | 15,875    |  |  | 57.36%     |   | $ | 46,315    |  | $ | 43,406    |  |  | 6.70%      |  

Estimated Expenses for the Next 12 Month Period

We anticipate our operating expenses will increase as we
undertake our plan of operations. The increase will be attributable to the
retention of consultant experts, traveling expenses, and development expenses as
we explore opportunities to adopt a business plan other than the current
business of providing management services to schools in the international
education industry. We anticipate our ongoing operating expenses will also
increase as a result of our ongoing reporting requirements under the Exchange
Act.

We estimate our general administrative expenses and working
capital requirements for the next 12-month period to be as follows:

|Automobile                   | $ | 6,000  | 
|---------------------------- | - | ------ | 
|Office Expenses              |   | 6,000  | 
|Telephone and Communications |   | 2,000  | 
|Travel                       |   | 10,000 | 
|Accounting                   |   | 20,000 | 
|Legal                        |   | 20,000 | 
|Total                        | $ | 64,000 | 

Liquidity and Capital Resources

|                                  |   | September 30, 2008 |   |   | March 31, 2008 |  
|--------------------------------- | - | ------------------ | - | - | -------------- | -
|Current Assets                    | $ | 7,446              |   | $ | 4,449          |  
|Current Liabilities               | $ | 49,433             |   | $ | 59,981         |  
|Working Capital Surplus (Deficit) | $ | (41,987            | ) | $ | (55,532        | )

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above, including approximately
$64,000 over the next 12 months to pay for our ongoing general and
administrative expenses. These expenses include legal, accounting and other
professional fees associated with our being a reporting company under the
Exchange Act. These cash requirements are in excess of our current cash and
working capital resources. Accordingly, we will require additional financing in
order to continue operations and to repay our liabilities. There is no assurance
that any party will advance additional funds to us in order to enable us to
sustain our plan of operations or to repay our liabilities.

We do not currently have sufficient amount of cash to satisfy
our cash requirements for the next 12 months. We expect to seek additional funds
through equity or debt financing, collaborative or other arrangements with
corporate partners, and from other sources. We may not be able to obtain any

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- 6 -

additional financing on terms acceptable to us, if at all, or
we may not raise as much as we need. If adequate additional funds are not
available when required, we will have to delay, scale-back or eliminate some of
our research or development activities or some other aspects of our operations
and our business will be materially and adversely affected. If we raise
additional funds through the sale of our equity securities, existing
shareholders will experience a dilution of their interest in our company.
Obtaining commercial loans or related party loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Off-Balance Sheet Arrangements

We have no significant 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, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management evaluated the effectiveness of our disclosure
controls and procedures as of September 30, 2008 as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of
September 30, 2008, our Principal Executive Officer, who also is our Principal
Financial Officer, concluded that, as of such date, our disclosure controls and
procedures were effective to assure that information required to be declared by
us in reports that we file or submit under the Exchange Act is: (1) recorded,
processed, summarized, and reported within the periods specified in the SECs
rules and forms; and (2) accumulated and communicated to our management,
including our Chief Executive Officer/principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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- 7 -

There was no change in our internal control over financial
reporting during our fiscal quarter ended September 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.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this quarterly report in
evaluating our company and its business before purchasing shares of our
companys common stock. Our business, operating results and financial condition
could be seriously harmed due to any of the following risks. You could lose all
or part of your investment due to any of these risks.

Risks Associated with Our Company

We have a limited operating history and if we are not
successful in operating our business, then investors may lose all of their
investment in our company.

We have a limited operating history. Our business is subject to
the risks and expenses encountered by start up companies, such as uncertainties
regarding our level of future revenues and our inability to budget expenses and
manage growth accordingly and our inability to access sources of financing when
required and at rates favorable to us. Our limited operating history and the
highly competitive nature of the business in which we plan to operate will make
it difficult or impossible to predict future results of our operations. If we
are not successful in operating our business, then investors may lose all of
their investment in our company.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our date of inception
and we will continue to incur operating expenses without revenues until we
acquire school(s) as clients, commence our business and finally, achieve a
profitable level of operations. Our net loss since inception to September 30,
2008 was $195,631. We had cash in the amount of $830 as of September 30, 2008.
We currently do not have any operations and we have no income. We estimate our
average monthly operating expenses to be approximately $5,000 each month. We
cannot provide assurances that we will be able to successfully develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements, dated June 10,
2008. If we are unable to continue as a going concern, investors will likely
lose all of their investments in our company.

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Our future is dependent upon our ability to obtain financing
and if we do not obtain such financing, we may have to cease our exploration
activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our plan of operations. We
will require additional financing to sustain our business operations if we are
not successful in earning revenues. We currently do not have any arrangements
for further financing and we may not be able to obtain financing when required.
Our future is dependent upon our ability to obtain financing. If we do not
obtain such financing, our business could fail and investors could lose their
entire investment.

Because we may never earn revenues from our operations, our
business may fail.

We anticipate that we will incur increased operating expenses
without realizing any revenues. We therefore expect to incur significant losses
into the foreseeable future. We recognize that if we are unable to generate
significant revenues from our business, we will not be able to earn profits or
continue operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and we can provide no assurance
that we will generate any revenues or ever achieve profitability. If we are
unsuccessful in addressing these risks, our business will fail and investors may
lose all of their investment in our company.

Because our directors, executive officers, and principal
shareholders control a large percentage of our common stock, such insiders have
the ability to influence matters affecting our shareholders.

Our directors and executive officers, in the aggregate,
beneficially own 51.96% of the issued and outstanding shares of our common stock
and a principal shareholder beneficially owns 30.98% of the issued and
outstanding shares of our common stock. As a result, they have the ability to
influence matters affecting our shareholders, including the election of our
directors, the acquisition or disposition of our assets, and the future issuance
of our shares. Because our directors, executive officers and principal
shareholders control such shares, investors may find it difficult to replace our
management if they disagree with the way our business is being operated. Because
the influence by these insiders could result in management making decisions that
are in the best interest of those insiders and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.

Our directors and executive officers are engaged in other
business activities and accordingly may not devote sufficient time to our
business affairs, which may affect our ability to conduct operations and
generate revenues.

Our directors and executive officers are involved in other
business activities. Xin Li, our President, Secretary and Director spends
approximately 20 hours, or 50%, of his business time on the management of our
company and our other director, Stuart Wooldridge, spends approximately ten
hours, or 20%, of his business time on the management of our company. As a
result of their other business endeavors, they may not be able to devote
sufficient time to our business affairs, which may negatively affect our ability
to conduct our ongoing operations and our ability to generate revenues. In
addition, the management of our company may be periodically interrupted or
delayed as a result of their other business interests.

All of our assets and all of our directors and executive
officers are outside the United States, with the result that it may be difficult
for investors to enforce within the United States any judgments obtained against
us or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and executive officers are nationals

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- 9 -

and/or residents of countries other than the United States, and
all or a substantial portion of such persons assets are located outside the
United States. As a result, it may be difficult for investors to enforce within
the United States any judgments obtained against us or our officers or
directors, including judgments predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof. Consequently, you
may be effectively prevented from pursuing remedies under U.S. federal
securities laws against them.

Risks Associated with Our Common Stock

There is no active trading market for our common stock and
if a market for our common stock does not develop, our investors will be unable
to sell their shares.

There is currently no active trading market for our common
stock and such a market may not develop or be sustained. We engaged a market
maker to file a Form 15c-211 to qualify our shares for quotation on the
Financial Industry Regulatory Authoritys Over-the-Counter Bulletin Board. On
May 6, 2008, our common stock became eligible for quotation on the
Over-the-Counter Bulletin Board under the symbol OALSF. Further, the
Over-the-Counter Bulletin Board is not a listing service or exchange, but is
instead a dealer quotation service for subscribing members. If a public market
for our common stock does not develop, then investors may not be able to resell
the shares of our common stock that they have purchased and may lose all of
their investment. If we do establish a trading market for our common stock, the
market price of our common stock may be significantly affected by factors such
as actual or anticipated fluctuations in our operation results, general market
conditions and other factors. In addition, the stock market has from time to
time experienced significant price and volume fluctuations that have
particularly affected the market prices for the shares of developmental stage
companies, which may materially adversely affect the market price of our common
stock.

We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to ever pay any cash dividends. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stocks price. This may never happen and investors may lose all
of their investment in our company.

Our common stock is a penny stock. Trading of our stock may
be restricted by the SECs penny stock regulations, which may limit a
shareholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to

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the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or with the
customers confirmation. In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (FINRA) has adopted rules that require
that in recommending an investment to a customer, a broker or dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, brokers or dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for brokers or dealers to recommend that their customers buy our
common stock, which may prevent you from reselling your shares and may cause the
price of the shares to decline.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

ITEM 5. OTHER INFORMATION

On July 24, 2008, pursuant to the terms of a share transfer
agreement dated July 2, 2008 among Stuart Wooldridge, SGB C&C Investment
Ltd. and our company, SGB C&C Investment Ltd. acquired 2,635,000 shares of
our common stock from Mr. Wooldridge. Under the terms of the agreement, subject
to compliance with applicable securities laws, we agreed to appoint the nominees
of SGB C&C Investment Ltd. to the our board of directors and all of our
current directors except for Stuart Wooldridge agreed to resign as directors.
The 2,635,000 shares of our common stock acquired by SGB C&C Investment Ltd.
represented 51.96% of our total issued and outstanding share capital based on
5,071,210 of common shares issued and outstanding as of July 24, 2008.

On September 9, 2008 we appointed Mr. Xin Li to be a director
of our company. Also on September 9, 2008, Paul Clark, Qiang Benjamin Han and
Sherri Ann Macdonald resigned as directors of our company and Stuart Wooldridge
resigned as our president and secretary. Xin Li will act as our president, CEO,
secretary, and treasurer.

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- 11 -

ITEM 6. EXHIBITS.

|Exhibit Number | Description                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation (attached as an exhibit
      to our registration statement on Form SB-2 filed on August 7, 2007)                                                                                 
|10.1           | Share transfer agreement dated July 2, 2008 among
      Stuart Wooldridge, SGB C&C Investment Ltd. and our company (attached
      as an exhibit to our current report on Form 8-K filed on August 6, 2008).
|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

Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.

Dated: November 14, 2008

ORCA INTERNATIONAL LANGUAGE SCHOOLS INC.

By:

/s/ Xin Li Xin LiPresident, CEO,
Secretary and Director(Principal Executive Officer, acting Principal
Financial Officer and Principal Accounting Officer)

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